The Storm and The Wolf
by Jason Grace son of zues
Summary: What if Rose never got stuck in a parallel universe? What she stayed with the Doctor and kept having adventures? What would happen, what would come to light, and what would change? Rewrite of season 3 to include Rose. Title is idea of lostsoldierS636. Some ideas borrowed from Krazy Ky-Sta Hatter
1. The end of a battle

Chapter 1  
A/n: hello readers! Well, this my first solo doctor who fanfiction, but I hope I'll do okay, and I know here are a lot of these but I want to give it a shot. I also will be drawing some inspirationfrom the story written by Krazy Ky-Sta Hatter. Also, any readers of my prototype bleach story, I think I'm putting it up for adoption. I'm just not feeling any inspiration anymore, plus the plans I had for it were blown to hell with the bleach chapters that were released changing everything. I'm very sorry and hope you can understand. But on with this story.

Rose and The Doctor were holding onto their magnet clamps for dear life as the void was sucking in every Dalek and Cyberman like a black hole, flying over and past them in a blur of silver and copper, with flashes of the white walls.

Rose looked over at The Doctor with a smile on her face and his typical grin on his face, happy that despite everything happening around them, they were staying right there, with each other where they belonged, just the two of them. Rose didn't care if she lost her family. she loved them but she had made her choice of staying win the Doctor, no matter the cost.

She then heard something snap and looked over her shoulder to see the lever near her had sparked and was now slowly moving to the off position as the computer said, "Offline."

The smiles instantly leaving their faces. There were still dozens Daleks and Cybermen left. If the void closed now, they'd be stuck with them. Disregarding her own safety, Rose let go of the clamp and reach out with one hand, straining tor each it while holding the clamp with the other hand.

"Hold on!" The Doctor shouted to her, seeing what she was doing but powerless to help.

Rose could feel the tug of the void weaking as the lever was creeping closer and closer to off. She stretched as far as she could, holding onto the clamp with the tip of her fingers, but she couldn't reach. She was about to slip!

Rose heard something clang and looked in front of her to see a Dalek being pulled into the void, but it was flying towards her. She yelped and quickly grabbed the clamp with both hands as it clipped her, leaving a bruise on her arm but she had gotten a secure grip just in time.

The Dalek, for some reason having its casing open, got one of its doors caught on the lever. The creature inside, now having something to grab, slithered its tentecles over the lever and pulled with all it's strength, which wasn't much, but with the force of the void pulling at it, the lever moved slowly back into its original position until it was back in place.

"Online." The computer reported.

The void now fully open again, the Daleks and cybermen streaming into the hole accelerated again while the Dalek holding the lever was slowly losing its grip in the handle.

"**MER-CYYYYYYYYYY**!" The Dalek cried with its single eye on Rose, pleading before it lost its grip and it was pulled with the others into the hole.

Too shocked to do anything other then grip her manga clamp, she just stared at the void while trying to come to terms with what just happened. A Dalek, the most feared and hated thing in the universe, had just saved her life! If she hadn't grabbed back on she would've fell into the void. And if this wasn't irony, she didn't know what was.

This went on for a few minutes until she heard the roar and suction of the void lessening by the minute and saw saw shadows creeping over the whiteness like water through dirt, then it seemed to crumple in on itself like a ball of paper until it was gone, the only thing left the huge white wall it had been before

Rose slowly pried her cramped hands from the manga clamp and slowly looked at the Doctor in absolute happiness. He had a look of relive, joy, and concern on his face and before she knew it, she was running towards him and he was hugging her as she hugged him back.

"Oh god! Oh, I thought I lost you for a minute." He groaned in relief as he squeezed her until he chest hurt, but she couldn't bring herself to care. "Don't you ever do that again."

"Never. I told you, you're never getting rid of me." She said, pulling back to look at him with a smile on her face and he smiled back. Then the smile slowly faded as a thought crossed Rose's mind. She looked down at the dimension button hanging from her neck.

"The breach, it's...closed now isn't it?"

The Doctor looked down at the button sadly. "Yes. I'm afraid it is. I'm sorry." He said guiltily.

"No, don't you go blaming yourself." Rose said firmly, taking his face in her hands and looking him in the eye. "I made my choice. I don't regret it." She then enveloped him in a hug again, which he returned.

"I can't take you to see them..." The doctor said slowly. "But maybe... There might be a gap in the universe somewhere. I can help you say good bye at least."

Rose leaned back to look at him, a smile still on her face. "I'd like that. Thank you."

They stood here for a few minute, looking at each other, until they heard sirens and people coming up. The Docotr never stayed to explain things, especially things like this. So he took Rose's hand and whispered into her ear.

"Run."

Then they both ran from the room, a smile on both their faces as they raced to the TARDIS, happy they were toghther and safe.


	2. Goodbye

Chapter 2: Goodbye  
**A/N: Well readers, here's chapter two. I need to get this out of the way in order to really start this so just bare it. Also, I am borrowing an idea from Krazy for this chapter. It's originally hers.**

The Doctor was working in the console room just as the console beeped. He looked at the screen and his face split into a grin before he called, "Rose, I found one!"

It was a few weeks after what people were calling The Battle of Canary Wharf. It had been rough on Rose and by extension the Doctor. On the outside, Rose seemed just as happy and upbeat as ever, maybe slightly more so. But the few times The Doctor walked past her bedroom on the TARDIS, he had heard Rose crying softly. And when he heard that it felt like his hearts were being torn in half. In order to try and ease the transition, he had taken her to her old apartment so she could get some of her things. Rose had been slightly sober, but she had fun grabbing some things from her room while telling him stories about the things she and her mom had done toghther, and the story behind some things she had gotten. The Doctor helped moved them into her room on the TARDIS. She was officially a permant resident. Hopefully.

On top of that, he has also set the scanner on the TARDIS for a hole in space that he could broadcast a message to the alternate universe. It had taken time, but it looked like he had finally found one.  
"Really!?" Rose came running into the room, looking at the console. She was wearing her normal outfit of a pink hoodie over a white shirt with black pants and sneakers.

"Yes, now just need enough power to broadcast, so quick scan for a supernova..." He quickly typed until he found one, then started moving about the console, setting the coordinates for the TARDIS until they found themselves orbiting a supernova. He then opened up the fuel tanks which started soaking up the energy.

"Ok, now stand right here." The Doctor moved Rose to a certain spot before going back to the console and started flicking switches. After it was done, he turned to her and said, "Ok, I'm afraid I can only promise four minutes."

"It's fine. What do I do?"

"Just close your eyes and think of your mother."

Rose nodded and took a deep breath, closing her eyes. She focused on her mums voice, appreance, and all the memories they shared. When she opened her eyes, her mother was standing in front of her, but she was transparent, showing she was a hologram. But Mickey and the alternate version of her father as well.

"Rose?"

"Mum!" Rose cried happily.

"Oh my god! Where are you!?"

"In the TARDIS. We're orbiting a supernova right now. Needed the power to send this message." Rose laughed holowly. "We're burning up a sun to say goodbye."

"Good bye!?" Jackie looked alarmed. "But can't you..."

Rose shook her head. "We can't cross over to the universe you're in. If we tried it would destroy both universes."

Jackie nodded sadly before she said, "Oh, you look like a ghost."

"Oh, hang on." The Doctor flicked a few switches then walked to stand beside Rose as their hologram, and supposedly theirs, solidified. "There, should be better."

Jackie slowly moved forward and asked, "can I touch you?"  
The Doctor shook his head. "I'm sorry Jackie, but it's a hologram. No touch I'm afraid." In a tone that even Jackie belived he was truly regretful for that.

She nodded to show she understood before she said firmly, "Right. How long can we talk then?"

The Doctor checked his watch. "The gap in our universe will only last for another three minutes or so. It's not much, but it's all I could manage."

"Right. Listen you..." She pointed at the Doctor and said clearly, "Now you listen to me. I want you to take good care of my daughter. Treat her right, you hear me?" She said with her normal snap, but it sounded sad even though she had the slightest smile on her lips. She knew how much Rose and the Doctor cared for each other, but she had to make sure.

"Cross my hearts and hope to die." The Doctor replied, crossing both hearts while putting a arm around Rose's shoulder.

"Thank you." Jackie said softly.

"Where are you guys anyways?" Rose asked, wanting to know despite the time limit.

"Norway." Mickey replied, speaking up for the first time.

"Norway?" The Doctor said incrediblously, Rose laughing at the tone he used.

"Yeah, on a beach fifty some miles from Bergen, place called Dårlig Ulv Stranden."

"Dalek?" The pair of time travels asked, hearing the same thing.

"Na, Dårlig. Norwegian for bad or something like that."

"Dårlig Ulv Stranden, it means Bad Wolf Bay." Pete offered up. The Rose and Doctor shared a look.

"All the places..." Rose mumbled before shaking the thought from her head. "Is there any big news I should know?" Rose asked her mum, knowing only two minutes or so were left.

"Yes, uumm..." Jackie looked uncomfortable for a second before she shook her head. "Ok, no easy way to say this. I'm pregnant."  
"What!?" Rose cried. Even the Doctor was not expecting that. "How long!?"

"About two months."

"What!?"

"Really? Hhmm, figured for a time difference, but I didn't expect something that large. Or maybe I just got the date wrong." The Doctor muttered the last part.

"We don't know if it's a boy or a girl yet." Pete spoke up. "But it's definitely going to be the luckiest."

Jackie smiled. "We're going to be telling them about you two. All the trouble you got up to, all the worlds you saved, all you did. Rose Tyler and her Doctor, saving worlds in a blue box."

Rose was starting to cry but holding it toghther, she asked Mickey, "And what about you?"

"Well, we've still got Torchwood. I'm going to be working there, even with the Cybermen gone, you never know what turns up in this place." Mickey grinned.

"Mickey the idiot, defender of a parellel world... It's not bad." The Doctor shrugged. "Good luck mate."

"Will do." He nodded towards Rose. "You take care of her."  
"What will you two do?" Pete asked.

"Oh, you know us. All of space and time, just the two of us. I haven't seen enough of this universe yet." Rose replied happily despite the tears going down her cheeks, reaching up and intwning her fingers with the Doctor's hand.

"Will we ever see you again?" Jackie asked hopefully.

Rose shook her head sadly.

"We're almost out of time. If you have something to say, say it." The Doctor said softly.

"I love you Rose. I'll miss you!" Jackie cried, finally letting tears come out.

"I'll miss you too mum. I love you too!" Rose cried, letting herself cry too.  
The hologram started fading and Rose cried out, "Goodbye!"

Then the hologram faded completely. The gap was closed. Time was up.

Rose cried and the Doctor offered his shoulder to her and she took it, crying into it while he soothingly talked to her, patting her back, letting her grieve as he closed her eyes and kissed the top of her head.

It was his fault. It didn't matter what anyone said, it was his fault. Rose may have made a choice, but it was his fault all her loved ones were gone, gone to a place she would never see them, not even talk to them anymore.

But there was one other thing on his mind, one thing bugging him. Or rather two things. Two words.

Bad Wolf.

Everywhere they had gone, every_when_ they had gone, two words, following them. Bad wolf. What was Bad Wolf?

_"I am the Bad Wolf. I create myself. I take the words, and scatter them, through time and space. A message to lead myself..." _

That was what Rose had said after she had absorbed the entire Time Vortex and come back on Satellite 5. Later he had taken it from her and that had lead to his regeneration.

But Bad Wolf was still showing up. Why? Why? Was it a warning, a message? Or was it something else? Like a living thing, something trapped and trying to claw its way towards them, to knowing...

The Doctor thought he saw something gold glowing near him when he opened his eyes, but it had to be a trick of the light, but he didn't even notice because had spotted someone else in the TARDIS. Someone with red hair and wearing a white wedding dress.

"What?" The Doctor pulled back from Rose. Confused she looked up and seeing where he was looking, she looked where he was looking and gasped upon seeing the woman.

"What?" She asked. The woman turned around, looking startled.

"Who are you?" She asked rudely.

"What?" The Doctor couldn't think of anything else to say.

"Where I am?" The woman asked, looking around.

"What?"

"What the hell is this place!?" She demanded.

"What!?"

**A/N: and cue Donna! Well, the battle of canary warf is out if the way, time to start the big stuff. Here's hoping you like it. Allon-sy!**


	3. The Runaway Bride

Chapter 3: The Runaway Bride

"You can't have..." The Doctor looked at the console in confusion. "We're in flight! That's physically impossible! How did..."

The bride was looking around as she demanded, "Tell me where I am. I demand you tell me where I am!"

"Inside the TARDIS." The Doctor told her, bemused. Rose was just as confused but she decided to remain quiet for now, still trying to get over her loss.

"The what?"

"The TARDIS."

"The what?"

"The TARDIS." The Doctor repeated, getting irritated as he moved and checked the monitor.

"The _what!?"_

"It's called the TARDIS!"

"That's not even a proper word! You're just saying things!" The bride shouted, sounding extremely angry.

"How did you get in here?" The Doctor demanded, looking away from the screen. Rose, watching from the side, raised an eyebrow. She had only seen him like this when something happened he couldn't explain.

"Well, obviously you kidnapped me!" Rose laughed lightly at that while the Doctor looked more and more perplexed.

"Who was it? Was it Nerys? Oh god, she finally paid me has Nerys written all over it!"

"Who the hell is Nerys?" The Doctor asked confused.

"Your best friend." The woman replied in a snippy voice.

"Hold on, wait a minute. Why are you dressed like that?"

Rose smacked a hand to her face and dragged it down. How the hell did the Doctor not know that?

"I'm going ten pin bowling." The bride replied sarcastically. "Why do you think, Dumbo? I was halfway up the aisle!" The Doctor slowly backed away from the ranting woman and started pressing buttons on the console, Rose going to stand next to him, patting him on the shoulder while giggling slightly.

"I've waited all my life for this!" The bride went on. "I was seconds away, then you...I don't know, drugged me or something!"

"I haven't done anything!" The Doctor defended himself,holding up his hands.

"I'll have the police on you! Me and my husband, as soon as he is my husband, we'll sue the living backside off ya!"

The Doctor didn't respond, fiddling with the console while Rose's side was starting to hurt from not laughing.

The bride then noticed the doors behind her and ran to them.

"No, wait a minute, wait a minute! Don't..." The Doctor started to shout, but she had already reached the doors and threw them open, showing the remains of the supernova burning in clouds of dust.

"You're in space." The Doctor and Rise walked beside the bride, looking out at the view. "Outer space. This is my...spaceship. It's called a TARDIS."

The bride couldn't seem to find her voice for a minute , then she said quietly, not shouting for once, "How am I breathing?"

"The TARDIS is protecting us." Rose spoke up for the first time.

"Who are you?" She asked both of them.

"I'm the Doctor, and this is Rose. Rose Tyler." Pointing at her. "You?"

"Donna." She said grudgingly.

"Human?" The Doctor asked.

"Yes. That's optional?"

"For him, yes." Rose threw in.

"He's an alien." It wasn't a question.

"Yep." He confirmed.

They all stayed quiet, even the bride, looking out at the spectacle of space.

"It's freezing with these doors open." She finally said, shivering slightly in her dress.

The Doctor slammed the doors shut and stalked back to the console, rose right behind him.

"I don't understand, and I understand everything!"

"Except for female emotions." Rose couldn't help muttering under her breath, but really nobody understood those, even other females.

"This can't happen! It's impossible for a human to lock itself onto the TARDIS and transport itself inside! It must be..." The Doctor grabbed something from the console that almost looked like something a real doctor would use to look in your ear, except much larger and with a few handles sticking out. He got in close to Donna, who took a step back in alarm, and started his techno babble.

"Maybe something pulling you into alignment with the chronon shell. Maybe it's something macrobudding in your DNA with the interior matrix. Maybe a genetic..."

SMACK!

Donna slapped the Doctor in the face, looking furious as he staggered back slightly. Rose was surprised. Only one person she had seen had actually slapped the Doctor, and that was her mum. The thought if her mother saddened Rose again and slight tears leaked out.

"What was that for!?" The Doctor cried, rubbing his cheek while going through the same thought process as Rose.

"Get me to the church!" Donna shouted at him.

The Doctor was stunned until he put down the tool and said, "right, fine. We don't want you here anyways do we Rose? Where is this wedding?" He asked, moving about the console.

"St. Mary's, Hayden Road, Chiswick, London, England, Earth, the Solar System!" Donna went on. She then turned to Rose and noticing her slight crying, said, "oh, and is she one of your victims too? How many woman have you captured?!"

Rose looked at Donna in slight disgust. "I just lost my mother. I wouldn't have been able to say good bye if it wasn't for him."

"Right, Chiswick." The Doctor said in a tone that said he was not happy Donna had upset Rose. Donnas expression had also turned to one of sympathy and guilt.

The TARDIS landed a few seconds later and Donna was out of it the second it landed, but she stopped and looked around in annoyance at their surroundings.

"I said St. Mary's. What sort of Martian are you? Where are we?"

The Doctor and Rose walked out and The Doctor frowned as well, before looking at the TARDIS.

"Something's wrong with her." He gently touched one of the side panels. "It's like she's recalibrating." He ran back into the TARDIS, Rose getting out of his way, and ran back to the console.

"She's digesting! What is it? What did you eat?" He asked gently, touching the rotor while ignoring Donna, who had just noticed that the TARDIS exterior did not match the interior, but Rose did notice. "You have any ideas Rose?" The Doctor called, walking back.

Rose didn't respond as she watched Donna walked around the box, touching every side while looking shocked. When the Doctor came back out looking at her expectantly, she jerked her head towards Donna. His eyes lit up and her turned to her.

"Donna," he said. "You've really got to think. Is there anything that might have caused this?"

Rose rolled her eyes. that hadn't been what she meant.

"Anything you might've done? Any sort of alien contacts? I can't let you go wandering off in case you're dangerous. I mean, have you... have you seen lights in the sky? Or... did you touch something? Something - something different? Something strange? Something made out of a sort of metal or... who're you getting married to? Sure he's human? He isn't a bit overweight with a zip around his forehead, is he?" The Doctor couldn't stop the questions while he looked over the TARDIS casing, and as such didn't notice when Donna clapped a hand over her mouth like trying to stop herself from screaming.

"It's ok." Rose said soothingly. "Deep breaths. It's alien technology, it's just bigger on the..."

But it was all too much for her and Donna turned around, quickly running off.

"Doctor." She grabbed his hand to get his attention and pulled him behind her. They quickly caught up with Donna and fell into step beside her, neither of the two time travelers realizing they were still holding hands.

"leave me alone. I just want to get married." Donna snapped at them, not looking at them at all.

"Donna, come back to the TARDIS." The Doctor said gently, but Donna shook her head firmly, still walking.

"No way, that box is too...weird."

"She's just bigger on the inside. I've been living in it for two years now and look, completely fine." Rose tried to tell her, but Donna ignored them and looked at her watch. Wait, why did she have a watch?

"Ten past three. I'm going to miss it!"

"Can't you phone them? Tell them where you are?" The Doctor suggested as they turned down an alley.

"And how am I supposed to do that?"

"Haven't you got a mobile?"

"Doctor..." Rose attempted to warn him but too late. Donna was off on a rant again.

"I'm in my wedding dress! It doesn't have pockets! Who has pockets? Have you ever seen a bride with pockets? When I went to my fitting at Chez Alison, the one thing I forgot to say was 'give me pockets'!" The Doctor scratched his head, now realizing how much of a mistake it had been to say that. The smallest things could set this woman off.

"Here, you can use mine." Rose dug her own phone out and offered it to her but she didn't take it.

"This man you're marrying, what's his name?" The Doctor asked.

"Lance."

"Good luck, Lance." He said without thinking.

"Oi! No stupid Martian is gong to stop me from being married! To hell with you!" Donna shot at him before running off again towards the streets.

"I'm...I'm not...I'm not from Mars..." The Doctor tried to tell her but then he just stopped. Rose had to smile as she tugged the Doctor along again until they caught up with Donna, who was trying to get a taxi.

"Taxi!" Donna was calling trying to hail a cab when they caught up. Deciding to help her they tried to wave one down too, but none of them seemed to be stopping.

"Do you have this effect on everyone? Why aren't they stopping?" the Doctor exclaimed.

"Rude," Rose told him with a grin.

"They think I'm in fancy dress."

"Get off the sauce, Darling!" a taxi driver called out the window as he drove by.

"They think I'm drunk," she said incredulously.

"You're not fooling no one, Mate!" a couple of teens called from their car.

"They think I'm in drag!"

Both Rose and the Doctor were really feeling sorry for her now. Sighing, Rose let go of the Doctors hand,turned to face the road, and stuck two fingers in her mouth, letting out a loud whistle. The other two both winced, but it did the trick as a cab pulled over.

"Warning next time, please." The Doctor asked rubbing one ear as they climbed inside, Rose in the middle.

"Saint Mary's in Chiswick, just off Hayden Road. It's an emergency, I'm getting married! Just... hurry up!" Donna said to him in a panic.

"That will cost you, Sweetheart. Double rates today," the driver told her.

"Oh my god, have you got any money?" Donna asked the Doctor

"Erm… no. Rose?"

She dug through her pockets and pulled out a few coins and then a metal bar.

"My credit stick! Oh, wait, they don't take these yet. No, sorry."

They were kicked out of the cab while Donna spewed profanities at the driver.

"And that goes double for your mother!" she yelled as they got out and slammed the door.

"Wow, she's got quite a mouth on her!" Rose said to the Doctor who grinned and nodded in agreement.

"I'll have him. I've got his number. I'll have him. Talk about the Christmas Spirit." Donna grumbled, looking up and down the street.

"It's Christmas?" Rose cried in delighted surprise.

"Again, already?" The Doctor asked surprised.

"Well, duh. Maybe not on Mars, but here it's Christmas Eve." Donna said.

"Wow… it's been a year since you, well," Rose gestured at the Doctor to indicate his change of appearance. "God, it's been a brilliant year!"

"It has been one hell of a brilliant year," he grinned in reply,holding her hand.

"You two are a disgustingly adorable couple," Donna told them. They both turned red at the comment.

"We're not a couple, are we?" She asked the Doctor while dropping his hand.

"Nope, nope, just friends! Right Rose?" He asked in voice that ws slightly higher and faster then normal.

"Yeah, yeah, just friends. Why do everyone we meet think were a couple?" She asked no one in particular while not looking at the Doctor. Deep down though she would admit being a couple with the Doctor...not the worst thing in the world.

Donna was staring at this in awe, thinking it was obvious.

"Umm… didn't you want to call your family?" Rose asked, changing the subject and taking out her phone.

"I'll go find us some money… Hang on, why are you getting married on Christmas Eve?" The Doctor asked, curious as to why anyone would want a winter wedding.

"Can't bear it. I hate Christmas," donna replied while dialling in a number. "Honeymoon in Morocco. Sunshine. lovely."

"Right… back in a tick," he said before running off to an ATM machine.

Donna had redialled the phone four times already, no one had answered and the Doctor was still standing in line, jumping on the spot while looking very impatient and agitated.

"Get off the phone!" Donna cried down the line to someone who couldn't hear her. Then she obviously reached someone's voicemail. "Mum, get off the phone and listen. I'm in…" she paused and looked around. "Oh, my God, I dunno where I am! It's... it's a street. And there's WH Smith... but it's definitely Earth."

Rose smiled at this. Donna was catching on faster then most people did. But her smile faded when Donna chucked back the phone and ran to a woman walking by.

"Excuse me... I'm begging you. I'm getting married, I really am and I'm late and I just need to borrow a tenner and I'll pay you back I promise and it's Christmas." Donna said pleadingly.

"Donna, let's just wait. The Doctor will be back in a second," Rose said to her.

"I'm getting married in a few minutes! I can't afford to wait a second!" she cried.

The woman, trying not to laugh, took out a note and gave it to the redhead. Rose chased her as Donna ran to a taxi and jumped in.

"Doctor!" She standing at the ATM, but finally with money, he turned around. She saw, with horror, that he had been looking at three very familiar looking masked Santas, two playing trumpets while the third had a tuba. As she looked back at Donna's cab, she saw that the driver was a Santa too.

"Thanks for nothing Spaceman. See you in court!" The bride called to the Doctor while getting in and slamming the door.

"No, Donna wait!" Rose cried. But the car sped of, clipping her leg as she mostly got out of the way.

"Rose!" the Doctor cried running over to her and helping her off the road before another car could hit her.

"I'm okay," she said limping slightly. "It just got my knee. Doctor, the driver's a Santa!"

"What?"

"The taxi, with Donna. The driver's one of them," she pointed at the advancing Santas. She remembered last time she met them all too clearly and didn't want another meeting.

Thinking quickly, the Doctor pointed the sonic at the ATM and flicked it on, money spewing out in seconds. The crowds of people reacted in an instant, jumping in between them and the Santas trying to catch the free money.

"Come on!" The Doctor grabbed Rose's hand and pulled her along, both of them running back to the TARDIS.

A few minutes later Rose was leaning heavily against the console for balance while the TARDIS was swaying violently and the Doctor was running around, pulling and pushing, and once smashing a mallet against the console.

"Behave!" He scolded her. "Ugh, she isn't liking this..." He groaned.

"Are we flying?" Rose asked him, thinking that was the only explanation as they jerked violently again while sounding like they hit something outside.

"Yep." He popped the 'p' as he answered.

"Come on, you can do it old girl!" Rose said encouragingly to the time machines console.

"Ok, almost there. Rose, grabbed that lever, and when I tell you to, pull it." The Timelord told her, pointing at the lever he meant. She nodded and made her way over to it, grabbing it while the Doctor staggered to the doors and threw one of them open.

They were flying down the highway,right along side Donna's cab. Inside she was banging against the window with both hands.

"Open the door!" he called to her.

"Do what?" came Donna's muffled reply.

"Open the door!" He repeated himself

"I can't, it's locked," she cried. Rolling his eyes in exasperation, he took out the sonic and pointed it at the door. Donna rolled down the window. "Santa's a robot!" she said incredulously.

"Yes, I know. Now Donna, open the door!"

"What for?"she asked confused.

"You've got to jump." He called back.

"I'm not blinking, flip jumping! I'm supposed to be getting married!" Donna shouted.

The robot Santa put his foot down and the sped ahead of them.

"Rose, now!" Rose pushed the lever and they moved forward, crashing into a car in front of the..

"I'm reminding you of that next time you complain about my driving!" He shouted at her.

"You've been flying her for hundreds of years," Rose retorted while laughing.

Once again they pulled up alongside the taxi and the Doctor disabled the Robot-Santa.

"Listen to me. You've got to jump!" he told Donna

"I'm not jumping on a motorway!" She shouted like he was crazy, which to some degree, he was.

"Listen to me! Whatever that thing is, it's needs you, and whatever it needs you for can not be good! Now come on!"

"I'm in my wedding dress!" She shouted back like that wa reason enough.

"Yes, and you look lovely, now come on!" He shouted, jerking his hands towards him.

Swallowing fearfully, Donna opened the door and slowly moved out, but when she looked down and saw the road blurring past below her, she began losing her nerve.

"I can't do it!" She shouted out scared.

"Trust me." The Doctor said gently, holding both arms out, but Donna still hesitated.

"Donna, listen to me!" Rose cried from the console. "The Doctor and I have been through a lot together, and the one thing he never does is let you down. I trust him with everything. You can do it!"

The Doctor smiled at the fact Rose had so much faith in him before looking back to Donna. She took a deep breath and jumped, crying out as the Doctor caught her, toppling back as he did. He quickly got up and shut the doors, then ran back and took over the console from Rose, flying away from the robot and taxi. Running away with the bride.

**A/N: whew! That was fun. No where near close to done with this, but fun. I used most of my free period in school to write this, but it was worth it. Until next time readers!**


	4. the Runaway Bride, One Hell of a party

It was a little while later that the Doctor had landed the TARDIS on top of a building and they were standing outside of it as he said, "Funny thing is, for a space ship, she doesn't do that much flying. We better give her a couple hours."

Donna was unusually silent as she went and stood near the edge of the roof top. Rose and the doctor went behind her as Rose asked gently, "you all right?"

"Doesn't matter..." Donna said sadly, looking out at the view.

"We missed it?" The Doctor asked, feeling slightly bad for this woman and the day she had been having.

"Yeah."

"Well you can always book another date." He pointed out, trying to cheer her up.

"Of course we can."

"You still got the honeymoon." Rose put in, trying to cheer her up as well.

Donna simply shrugged. "Just a holiday now."

"Yeah. Yeah, sorry." The Doctor told her as they looked out at the view.

"It's not your fault."

"Oh, that's a first!" The Doctor stated in surprise, used to being blamed for things like this while Rose laughed, knowing what he was thinking.

"Wish you had a time machine. Then we could go back and get it right." Donna said wistfully.

Rose opened her mouth to say that they probably weren't allowed, but the Doctor cut her off.

"Yeah, yeah. But even if I did, I couldn't go back on someone's personal timeline… apparently." He finished offhandedly.

Sadly, Donna sat down near the edge, shivering in the cold wind. the Doctor chivalrously took of his jacket and put it around her shoulders, before they sat down next to her. Rose felt slightly jealous at the gesture, but she already had a hoodie on, plus Donna had been through a lot in the past hour or so.

"God you're skinny. This wouldn't fit a rat!" Donna complained as she drew the coat closer for warmth. Rose smirked and put her head on the Doctor's shoulder while rendering something from long ago.

"_Thin, and a little bit foxy."_

"Oh." The Doctor seemed to remember something as he dug through his pocket. "You better put this on as well." He pulled out what looked like a simple gold wedding ring.

"Oh, do you have to rub it in?" Donna groaned.

"Those things can trace you." The Doctor said in a concerned tone. "This is a bio-damper. It should keep you hidden." He took Donna's hand and, unable to help himself, said, "With this ring, I declare thee bio-damped," he popped the 'p' as he slid the ring on her finger.

Rose rolled her eyes at his antics while ignoring another jealous tug in her mind.

"For better or for worse," Donna said gently. "So come on then. Robot Santas', what are they for?" Donna asked, tired of being in the dark.

"Ah, your basic Robo-Scavenger," the Doctor said. "The Father Christmas stuff is just a disguise. They're trying to blend in. I met them last Christmas."

"Yeah, trying to kill us. Wrecked my… Mum's house," Rose laughed. Oddly what tripped her up wasn't the thought of her mum… rather that it was no longer her home. The TARDIS was her home now.

"What, why?" Donna asked, confused. Rose and the Doctor stared at her before the Doctor said, "Great big spaceship. Hovering over London. You didn't notice?"

"I had a bit of a hangover..." Donna said, slightly embarrassed. The Doctor rose an eyebrow in disbelief that anyone missed that before looking out at the view again, apparently searching for something before he spotted it and pointed out a certain building to Rose.

"We spent Christmas in that building. The Powell Estate with..."

"My family..." Rose smiled sadly, remembering that Christmas with bittersweet happiness in her voice. "Mum, Mickey. The Sycorax, and then Christmas dinner and paper hats. it's all gone now."

The Doctor put his arm around Rose and rubbed her arm to comfort her. She snuggled closer before laughing and said, "Best Christmas I ever had."

They roamed in the memories for a few seconds before the Doctor changed the subject.

"Thing is, what do camouflaged robot mercenaries want with you?" The Doctor asked Donna. "And how did you get in the TARDIS? I just don't know... What's your job?"

"I'm a secretary." She replied.

"That's even worse then a shop assistant." The Doctor muttered.

"Oi!" Both woman objected, Rose jerking her head from his shoulder to glare at him, offended. He ignored the complaints and took out his sonic and started scanning Donna.

"It's weird. I mean, you're not special, you're not powerful, you're not connected, you're not clever, you're not important..." He rambled.

"You're being rude..." Rose supplied in the same tone.

"Sorry. Still not ginger either." He grinned and Rose chuckled.

"Is he always like this?" Donna asked, the sonic pointed at her face. She smacked it away and said, "Stop bleeping me!"

"What kind of secretary?" Rose asked while the Doctor put away his sonic.

"I'm at HC Clements. It's where I met Lance," she said, her voice becoming wistful. "It was tempting. I mean, it was all a bit posh really. I'd spent the last two years at a double glazing I thought, 'I'm never gonna fit in here'. And then he, Lance, made me a coffee. I mean, that just doesn't happen. Nobody gets the secretaries a coffee. And Lance - he's the head of HR! He don't need to bother with me! But he was nice, he was funny. And it turns out he thought everyone else was really snotty too. So that's how it started, me and him - one cup of coffee. That was it." Donna smiled.

The coffee thing was odd, but Rose couldn't help smiling at how sweet it was. She'd always loved romantics.

"When was this?" The Doctor asked.

"Six months ago," the redhead replied as if it were nothing.

"That a bit quick to be getting married," Rose commented.

"Well, he insisted." Donna told them, but they suspected it was the other way around seeing as Donna squirmed slightly. "He nagged me and nagged me, eventually just wore me down and I just said yes."

"What does HC Clements do?" The Doctor asked in a business like tone.

"Oh, security systems, you know... entry codes, ID cards, that sort of thing. If you ask me, it's a posh name for 'locksmiths'."

"Keys…" he mused, looking out again.

"Anyway, enough of my CV. Come on, it's time to face the consequences. Oh, this is gonna be so shaming. You can do the explaining, Martian-boy."

"Yeah, he's not from Mars," Rose told her as they got up, sure the Doctor was tired of the nickname.

"Oh and I had this great big reception all planned." Donna said,ignoring them. "Everyone's going to be heartbroken."

When they walked into the reception hall, it was clear the only person heartbroken was Donna. Everyone was up and dancing to a Rock and Roll version of a Christmas song, having a good time.

Donna looked around in disbelief while the Doctor and Rose looked around with a raised eyebrow at the , one by one people noticed them and stopped, dead still. All except for a African American man who had his back to them, dancing with a cheap looking blonde woman. But when the blonde noticed Donna and stopped, the man finally turned around and the smile melted off his face as he finally noticed them.

"You had the reception, without me!?" Donna demanded angrily.

"Donna… What happened to ya?" the dark man asked.

"You had the reception without me?" she demanded again, a little louder. There was a long awkward silence, no one sure what to say.

"Hello, I'm the Doctor," he said cheerfully, trying to break the tension.

"And I'm Rose," she added and waved to some people.

"They had the reception without me!" Donna turned on them, still stunned

"Yes, we gathered." The Doctor told her, which earned a smack from Rose.

"Well, it was all paid for, so why not?" the blonde said snidely.

"Thank you, Nerys," Donna hissed at her. Oh, so that was Nerys. Rose could see why Donna didn't like her.

"Well, what were we supposed to do?" A woman asked, strutting over. Others crowded in behind her. "I got your silly little message in the end: 'I'm on Earth'? Very funny. What the hell happened? How did you do it? I mean, what's the trick because I'd love to know-"

Soon everyone was talking over each other complaining or asking how she did it. Donna started looking upset and overwhelmed… then burst into tears.

Like that the whole crowd started sighing in sympathy. And the dark man, who had to be Lance, took her in his arms. Sneakily, she winked at the two of them before going on with the act.

"Oh. She is Good!" Rose laughed quietly. "I'll have to try that sometime."

"Na," the Doctor said to her. "You just have to smile…"

Rose looked at him questioningly, but he was already walking over towards the bar to get out of the way. Seeing no choice, Rose followed him.

Soon the party was yet again in full swing. Nerys had found herself a new partner and Donna was dancing with Lance, looking much happier as she did so.

With the music playing Rose was feeling kind of left out while the Doctor was calming watching the others. When the tempo of the music slowed down to a song she knew well, she smirked and held her hand out to the Doctor.

"Alright mister, Let's see if you still have the moves," she said in a tone that said she wasn't taking no for an answer.

"Well… I really should keep an eye out for…" he started to say

Taking his advice, Rose smiled adorably at him and battered her eyelashes.

"Oh, alright. You twisted my arm, you minx," he laughed taking her hand and leading her out on the floor.

They danced for a few songs, some faster and some slow. But people always made room for them so they could dance freely. During a slow and sweet waltz, the Doctor allowed himself to hold her closer than he usually would, her head against his chest with her eyes closed and a smile on her face. It felt nice to hold her like that as they danced. The scent of her shampoo drifted up to him and he smiled slightly. It was moments like these, in which he could get away with keeping her to himself, that he loved. Not that anyone would ever know…

After those few songs they were back at the bar, watching Donna have the good time she deserved.

"Rose, could I borrow your phone a moment?" The Doctor asked suddenly, a thought hitting him.

Curious who he wanted to call, she gave it to him, but as she watched, he navigated the menus to the internet browser, typed in HC Clements, then pointed the sonic at the phone. It started flickering through screens until it got to one that made the Doctor say, "oooohhhhh..."

She looked at him curiously and he hesitated before he showed her the screen to see: H. C. Clements. Sole Prop. TORCHWOOD.

"Oh." She agreed.

The Doctor gave her the phone back and looked around for a second before he went, "oh, perfect," pointing at a cameraman on the edges of the room. Smiling, he led their way across the dance floor until they made it to the man.

"Excuse me, do you have the film of the bride disappearing?" he asked.

"Umm, yeah…" the guy said pulling the tape out of his camera bag as they moved to the side of the room.

"Can we watch it, we're experts with the supernatural," Rose smiled.

"Yeah sure." He put the tape in. "I taped the whole thing. they've all had a look. They said: 'sell it to You've Been Framed', I said 'more like the News'. Here we are..."

The tape started rolling as the Doctor slipped on his brainy specs and they watched as a smiling Donna walked down the aisle, begin to glow like she was surrounded by some sort of gold dust, scream, then disappear.

"Can't be! Play it again?" The Doctor asked him, not believing what he had seen.

"Clever, mind. Good trick, I'll give her that. I was clapping," the cameraman said as he rewound it. Yet again they watched the video of Donna disappearing in a shower of gold.

"But that looks like..." The Doctor started to say.

"Fairy dust?" Rose asked jokingly.

"Huon Particles!"

"What's that?" the cameraman asked. But the Doctor wasn't listening as he pulled off his glasses.

"That's impossible, that's... ancient! Huon energy doesn't exist anymore, not for billions of years! It's so old that it..." suddenly his eyes widened in realization and his head snapped around to find Donna in the crowd. "...it can't be hidden by a bio-damper!"

Rose' eyes widened as she got what he was saying and they both ran out of the main room into one of the extra rooms and looked out the window. Through it they saw two Santa's armed with their trumpets walking towards it until they stopped, looking like guards.

The Doctor grabbed Rose's hand and they both ran into the main room, looking around franticly for Donna. Spotting her, they forced their way through the crowd. When they got to her, dancing with lance, the Doctor said, "Donna! Donna, they found you!"

Donna jerked back from Lance, looking confused and irritated by the interruption.

"But you said I was safe!" She told him, having to shout slightly over the music.

"The bio-damper doesn't work. We've got to get everyone out."

"Oh my god, it's all my family…" she said, looking around at the crowd in terror.

"Quick, Out the back door!" Rose cried. They ran through the hall, from door to door. But there were Santas positioned outside each one.

"We're trapped!" Donna said.

One of the Santas held up some sort of remote and Rose and the Doctor's eyes widened, looking around the room until they spotted a large Christmas tree set near one wall

"Christmas trees…" Rose breathed.

"What about them?" Donna asked, confused as she looked at it.

"They kill!" The Doctor said furiously before he ran forward, Rose close behind.

"Get away from the tree!" he cried, running out and pulling people away, Rose doing the same. Donna joined in, trying to get people as far from them as possible.

"Out! Lance, tell them!" Donna shouted.

"Stay away from the tree!" Rose yelled.

"Oh, for God's sakes, the man's an idiot!" Donna's mother scoffed. "Why? What's a Christmas tree gonna... oh!" she exclaimed happily, making everyone look at the tree.

The red baubles were floating off the tree and spreading through the room, spinning in midair like small red disco balls. People were looking up at them and gasping in amazement and delight. But The Doctor and Rose knew better…

Suddenly one of the balls shot down, missing them by inches, and exploded on the ground. People reacted instantly, ducking, running and screaming as the others exploded too. It was chaos, tables were broken, chairs and guests were sent flying while the doors were smashed open and the Santa's came in.

"Can you disarm the bombs with the sonic?" Rose shouted to be heard, dodging the deadly decorations.

"It won't stop the robots…" he told her. Then he seemed to notice something. "But… Cover your ears." Then he ran up on the stage.

"Oi! Santa's!" he shouted at them, getting their attention. "Word of advice: if you're attacking a man with a sonic screwdriver..." He picked up and flipped the microphone before speaking into it. "Don't let him near the sound system."

With that he jammed the sonic into the control panel and a loud piercing noise screamed from the speakers. Everyone ducked down and covered their ears. The Robo-Santas immediately began to shake and jiggle, ironically reminding Rose of how Father Christmas was meant to look when he laughed.

they began to break apart, pieces flying apart, then all at once fell to the floor. In less than a second the Doctor pulled the sonic out and was rushing down to look at them.

As Rose, Donna and others helped people up and checked if they were okay, the Doctor pulled the remote control from the rubble of the Santas.

"Look at that. Remote control for the decorations!" he said holding it up. "But there's a second remote control for the robots." He picked up a head and began examining it. "They're not scavengers anymore. I think someone's taken possession."

"Never mind all that, you're a doctor - people have been hurt." Donna told him in a worried tone.

Rose had to roll her eyes at the common misconception of his name.

"Nah, they wanted you alive, look-" he threw up a bauble and Donna caught it. "They're not active now.

"All I'm saying – you could help…" Donna tried to say.

"Na, gotta think of the bigger picture." He held the broken head up to his ear and listened… "There's still a signal!" he cried tucking the head under his arm and sprinted out the door. Laughing, Rose ran out after him.

Outside he sonic-ed the head trying to find the signal.

"There's someone behind this, directing the Robo-Force," he explained as Donna joined them.

"But why is it me? What have I done?" Donna asked.

"If we find the controller, we'll find that out. Oh!" he exclaimed. He pointed the sonic from the head up to the sky. "It's up there. Something in the sky."

Donna went off to talk to her meant-to-be-husband while Rose watched as the Doctor tried to pinpoint the signal.

"Oh no, no, no, no, no, no, no, no!" he suddenly cried, shaking the head.

"What?" Rose asked worriedly.

"It's gone!" Chucking away the head and grabbing her hand, they ran back towards Donna. "I lost the signal," he told them. "Donna, we've got to get to your office, H C Clements. I think that's where it all started. Lance - is it Lance? Can you give us a lift?"

The four of them ran into the offices, Donna in the lead.

"To you lot this might just be a locksmiths. But H. C. Clements was brought up twenty-three years ago by the Torchwood Institute," the Doctor explained to them as he jumped on a computer.

"Who are they?" Donna asked.

"They were behind the Battle of Canary Wharf," he replied, his eyes flicking to Rose. But by now she was so wrapped up in another exciting and potentially dangerous adventure that she didn't mind.

Donna however just stared at them blankly.

"… Cyberman invasion." He clarified. Still a blank look.

"The sky's over London were full of Daleks. Pepper-pot like robot looking things…" Rose put in.

"I was in Spain," Donna said, obviously clicking on to something one of her friends might have told her.

"They would have had Cybermen in Spain," Rose said.

"Scuba diving." She replied.

"That big picture, Donna – You keep on missing it!" he told her. "Anyway. Torchwood was destroyed, but H. C. Clements stayed in business."

"You think someone's kept it going… the Torchwood stuff?" Rose said.

"Unfortunately."

"But what do they want with me?" Donna asked. The Doctor stopped beating up the computers and gave his full attention to her.

"Somehow you've been dosed with Huon energy. And that's a problem, because Huon energy hasn't existed since the Dark times. The only place you'd find a Huon particle now is a remnant in the heart of the TARDIS." He told them.

"I didn't see any," Rose joked, remembering how she had looked at the heart, though not what it looked like or what came after.

"You don't even remember that! Anyway, see?" he turned back to Donna. "That's what happened. Say... that's the TARDIS," he picked up a coffee mug. "And that's you…" he picked up a pencil and began shaking them. "The particles inside you activated. The two sets of particles magnetised and WAP!" he plonked the pencil in the cup. "You were pulled inside the TARDIS."

"I'm a pencil inside a mug?" she asked weakly.

"Yes, you are. 4H. Sums you up," he said rudely shaking the mug around to prove his point. Rose Rolled her eyes. He needed to get that under control.

"Lance? What was H C Clements working on? Anything top secret? Special operations? Do not enter?" The Doctor asked, setting down the mug.

"I don't know, I'm in charge of personnel," Lance said defensively, as the Doctor used the sonic to pull up the web page he wanted. "I wasn't project manager. Why am I even explaining myself? What the hell are we talking about?"

"You make keys, that's the point," he said focused on the computer. "And look at this…" he indicated to the screen. "We're on the third floor. Underneath reception there's a basement, yes?"

"Yeah," Lance said, not getting the point.

The Doctor jumped up, ran to the elevator and opened the doors.

"Then how come when you look on the lift… there's a button marked 'Lower Basement'? There's a whole floor which doesn't exist on the official plans. So what's down there, then?" He asked them.

"Better not be floors and floors of medical experiments with a preserved human," Rose said jumping in. The Doctor grinned at the reference to the New, New York Hospital.

"Are you telling me this building has got a secret floor?" Lance said as if the whole thing was absurd.

"No, I'm showing you this building has got a secret floor," the Doctor said smartly.

"It needs a key," Donna pointed at the hey hole on the panel.

"I don't," he told her, sonicing the lock. "Right then," he turned to Donna and Lace. "Thanks you two, we can handle this. See you later."

"No chance, Martian. You're the man who keeps saving my life, I ain't letting you out of my sight," Donna said joining them.

"Going down." Rose said cheerfully. Only Lance was left, looking uncomfortable.

"Lance?" Donna demanded.

"Maybe I should go to the police…" he said hesitantly. God he was a wimp, Rose thought.

"Inside!" Donna commanded. Meekly, Lance walked in.

"To honour and obey, eh?" the Doctor joked.

"Tell me about it, Mate." He grumbled.

"Oi!" Donna warned. Rose tried to stifle her laughs, making the Doctor smile at her as the lift descended.

They came out in a wet, eerie corridor like tunnel that was lit by a green light. It gave Rose an ominous feeling. Why corridors, why so many damn corridors. Everywhere they went… it made her smile.

"Where are we?" Donna asked. "Well, what goes on down here?"

"Let's find out." the Doctor was grinning with excitement.

"Do you think Mr. Clements knows about this place?" Rose asked.

"The mysterious H C Clements? I think he's part of it." His attention seemed to be diverted by something. "Oh, look. transport!"

"You have got to be kidding!" Rose laughed as she saw he was running towards five segways.

"I've never been on one of these before!" he said excitedly jumping on one.

Grinning Rose jumped on the one next to him. Donna looked at them oddly before getting on one. Lance hesitated a lot longer. But soon they were scooting down the corridor, a serious expression on their faces. The two girls looked at each other and suddenly started laughing. They just looked so silly!

The Doctor started to laugh too, but Lance just stared at them oddly. He really was quite a spoilsport.

**A/N: done! Sorry for taking so long, but I'm one of those writers that has a job and school, so I only have so much time to write, not to mention doctor who fanfictions are llloooonnngg. Still, I'll see this through. Also, reviews motivate me to write more. Flames even more so. So don't be shy!**


	5. The Runaway Bride, The Huon Energy

The four of them were carting along for a while until they finally came to a door set in the wall on the right that read, "TORCHWOOD- Authorized Personal Only." The Doctor pulled over and got off his Segway,the others following him as he soniced the door and opened it. Inside was a ladder going up and up.

"Wait here. I need to get my bearings." He told them, then turned to Rose and said firmly, "and you, no wandering off."

"Yes sir." Rose said jokingly, but the Doctor said, "I mean it. No wandering off. Stay."

"I'll be fine. You better come back though." Rose told him, giving him a gentle push towards the ladder.

"Like I could ever leave you." He grinned back before climbing up the ladder. Rose knew he would come back, but it was always nice to hear him say it. Plus she was sure Donna would appreciate the reassurance.

"Donna," Lace suddenly said. "Have you thought about this… properly? I mean, this is serious! What the hell are we going to do?" he exclaimed. Donna just turned and looked at him blankly while Rose didn't bother paying attention.

"Oh, I thought July," she smiled, then turned back to watch the Doctor disappear out the top.

They waited a few minutes before he finally came back down.

"Thames flood barrier!" he announced with a grin. "Right on top of us. Torchwood snuck in and built this place underneath it."

"What?" Donna said in surprise. "There's like... a secret base hidden under a major London landmark?"

"I know, I know love," he said in mock disbelief.

"It's unheard of," Rose said in the same tone.

"Then again, the Eye of London…" he said.

"And Downing Street," she added.

"Well, that was inside, but still…"

"Downing Street?!" Donna exclaimed.

"We blew it up," Rose said proudly. "Aliens pretending to be members of parliament."

"You know, we haven't checked Big Ben yet," the Doctor commented thoughtfully.

"Fingers crossed we do," Rose said as they walked through the corridors. Donna and Lance stared at them in growing confusion, but they shook their heads and walked after them.

The Doctor eventually found and pushed open a door that had the Torchwood logo on it and they found themselves in some sort of laboratory. Filled with tanks of bubbling water… or else… it looked like water. Some sort of clear liquid at least.

"Ooh, look at this!" he exclaimed, pulling out and putting on his brainy specs as everyone spread throughout the room. "Stunning!"

"What is it?" Rose asked excitedly beside him.

"Particle extrusion," he replied. "Hold on…" he ran over to one of the bubbling tanks and tapped it. "Oh, Brilliant," he said. "They've been manufacturing Huon particles. Of course, my people got rid of Huon particles, they unravel the atomic structure."

"Your people?" Lance questioned. "Who are they? What company do you represent?"

Rose tried not to giggle. God, she loved this!

"Oh, I'm just a freelancer," he said evasively. "But this lot are rebuilding them. They've been using the river! Extruding them through a flat hydrogen base so they've got the end result...Huon particles in liquid form."

He picked up some sort of metal capped test tube full of the clear liquid Huon and showed it to them.

"And that's what's inside me?" Donna said fearfully.

Gently, the Doctor pulled the top out and the particles inside the tube began to glow golden. A second later Donna began to glow gold as well.

"Oh my god!" she exclaimed drowning out Rose's own gasp of shock.

"Genius," he said closing the tube. "Because the particles are inert - they need something living to catalyse inside and that's you," he explained. "Saturate the body and then... HA!"

Donna jumped as he went mad with excitement again. "The wedding! Yes, you're getting married, that's it! Best day of your life, walking down the aisle, oh, your body's a battleground! There's a chemical war inside! Adrenaline, acetylcholine, WHAM go the endorphins, oh you're cooking! Yes, you're like a walking oven! A pressure cooker, a microwave, all churning away, the particles reach boiling point, SHAZAM!"

Donna slapped him again, looking furious as he staggered back, rubbing his cheek.

"What did I do now!?" He demanded indignantly.

"Are you enjoying this?" She demanded from Doctor looked sheepish. When he got excited he just went off on a rant. Couldn't help it.

"Uumm, Doctor..." Rose said timidly behind him. "...I don't think the TARDIS was the only thing that pulled Donna in."

He turned around to look at her, wondering what she could mean. His face fell and his eyes widened in panic. Rose stood there in front of him, glowing Huon particles only just leaving her body now.

"What but-" he said running up to her, for once without any answers.

"You said that the only remnant is in the heart of the TARDIS," she told him, her voice was shaking.

"No but...I took it all out of you. It's impossible. The Bad Wolf is gone… you'd be dead otherwise." He said, panicked and confused.

"D-Doctor, the Wolf. The werewolf back in Scotland. He said something to me. He said: 'there's something of the Wolf about burn like the sun…' Could he have known?"

"No...no, this is wrong. Don't worry, Rose, I'll fix it, I promise."

"Doctor?" Donna said hesitantly. "Are we safe…? You – you just told her that she should be dead. Is it dangerous? Are we safe?"

"Yes," he said far too quickly and somewhat unconvincingly. Both Rose and Donna gave him a look.

"Doctor," Rose said. "If the Ti- …if your lot got rid of Huon particles… why did they do that?"

For a moment he just looked into her eyes. "Because they were deadly," he said gently.

"Oh my god…" Donna gasped behind them.

"Then why am I alive? Why am I still okay?" she said. "I've had this stuff in me for a year now…"

"I don't know…" he said lost for words. "But I swear to you, I'll fix it." He turned to Donna. "I'll sort it out, Donna. Whatever's been done to you, I'll reverse it. We're not going to loose anyone today."

Nobody noticed Lance was being strangely quite, and he was looking at Donna with a gleam in his eye.

Suddenly they were distracted by noises through the room. Doors banged open and something clanged to the ground. Then came a voice over a intercom that resounded around them eerily.

"Oh, she is long since lost!" said a woman's raspy voice, combined with an odd chittering.

Slowly the wall next to them slid up revealing a secret room. The first thing they saw was a large cavernous hole. It reminded Rose and the Doctor horribly of the Beasts' pit. Above it was huge spider web that covered most of the ceiling.

Lance bolted for the door in fear, but the others ignored him as he did.

"I have waited so long, hibernating at the edge of the universe..." said the raspy voice. "...until the secret heart was uncovered and called out to waken!"

Then they noticed the army of Robo-Forms that lined the walls, all pointing guns at them. Naturally the Doctor ignored the creatures with the guns.

"Someone's been digging," he mused, looking over the edge of the hole. "Oh – very Torchwood. Drilled by laser. How far down does it go?"

"Down and down. All the way to the center of the Earth!" The woman's voice cackled.

"Really?" he said in surprise. "Seriously? What for?"

Tentatively, Rose peered over the edge, holding onto the Doctor's arm for balance.

"Dinosaurs," Donna suggested.

"What?" The Doctor asked, confused

"Dinosaurs?" she said less certainly.

"What are you on about? Dinosaurs?"

"That film...under the Earth with dinosaurs… Trying to help!"

"That's not helping," he told her, irritated.

"Aw, come on," Rose coaxed him. "It kinda makes sense. 'Journey to the center of the Earth' – good movie. Sexy looking Brendan Fraser."

"Oi!" the Doctor said in surprise.

"Aw, Doctor. Am I making you jealous?" She grinned. Smiling, he rolled his eyes at her. Truth be told, He felt rather embarrassed, since he hadn't meant to protest aloud.

"Such a sweet couple," the voice hissed. The Doctor chose to ignore that remark. He was quite tired of telling people they weren't a couple.

"Only a madman talks to thin air and trust me, you don't want to make me mad," he told the voice.

"You're already a madman," Rose whispered jokingly, but he waved off the comment.

"Where are you?" he asked.

"High in the sky! Floating so high on Christmas night," came the reply. Automatically, they all looked to the ceiling, despite the fact he and Rose knew that meant she would be up in space.

"I didn't come all this way to talk on the intercom! Come on, let's have a look at you!" he yelled.

"Who are you with such command?" the voice demanded.

"I'm the Doctor." He responded confidently.

"Prepare your best medicines, Doctor-man, for you will be sick at heart!" The woman's voice laughed.

There was a bright bluish light and a large figure appeared. She was half human, half… spider? Gigantic, red and all black eyes, claws and fangs. She was hissing and thrashing about.

"What is she?" Rose exclaimed.

"Racnoss," the Doctor half told her, half exclaimed in disbelief. "But that's impossible, you're one of the Racnoss!"

"Empress of the Racnoss!" she corrected.

"If you're the Empress, where's the rest of the Racnoss? Or…" he asked, the answer dawning on him, "are you the only one?"

"Such a sharp mind," the Empress said almost tauntingly.

"That's it the last of your kind…" He turned to Rose and Donna to explain. "The Racnoss come from the Dark Times, billions of years ago, billions. They were carnivores, omnivores. They devoured whole planets."

"The Racnoss are born starving," she rounded on him, hissing. "Is that our fault?"

"They eat people?" Donna said taken aback.

"H. C. Clements, did he wear those - those erm, black and white shoes?" The Doctor asked.

"He did!" Donna exclaimed. "We used to laugh. We used to call him the fat cat in spats."

He looked at her pointedly and silently pointed up to the ceiling. Both she and Rose looked and gasped in horror at the sight of a pair of black and white shoes, still attached to their feet, hanging lifelessly in the web.

"Oh my god!" Donna cried in horror while Rose looked slightly sick.

"My Christmas dinner!" the Racnoss hissed, making a noise similar to a chuckle.

"You shouldn't even exist! Way back in history, the Fledgling Empires went to war against the Racnoss - they were wiped out." He changed between speaking to them and the Empress.

"Except for me." She said smugly.

"But that's what I've got inside me, that Huon energy thing," Donna said trying to get her attention for some reason.

It was then that Rose saw Lance sneaking up behind the Empress with an axe in his hands. And here she was thinking he was a wimp.

"Oi!" Donna cried when the Empress made to turn. "Look at me, lady, I'm talking. Where do I fit in? How come I get all stacked up with these Huon particles? Look at me, you! Look me in the eye and tell me."

"The bride is so feisty!" She hissed.

"Yes, I am! And I don't know what you are, you big... thing. But a spider's just a spider and an axe is an axe! Now, do it!"

With that Lance swung the axe – the Empress swung round in surprise… and he froze with it in mid air. Axe still in the air he looked at them – and began laughing. The Empress began to laugh with him.

Donna and Rose looked taken aback. But the Doctor looked sympathetic and only slightly surprised.

"That was a good one," lance laughed. "Your face!"

"Lance is funny," the Empress said, laughing.

"What?" Donna said in confusion.

"I'm sorry," the Doctor said to her gently.

"Sorry for what?" she said, not quite comprehending what was happening in front of her. "Lance, don't be so stupid! Get her!"

"God, she's thick!" Lance sneered. "Months I had to put up with her. Months. A woman who can't even point to Germany on a map."

For a long moment Donna just looked up at him in confusion and hurt. Sympathetically Rose put her arm around the upset Donna.

"I don't understand," Donna said numbly.

"How did you meet him?" the Doctor asked her softly. It was clear he was aiming at something.

"In the office…"

"Oh… he made you coffee," Rose told her sadly, finally understanding.

"What?"

"Every day, I made you coffee," Lance said as if he were speaking to an idiot.

"You had to be dosed with liquid particles over six months," the Doctor told her as kindly as he could.

"He was poisoning me." Donna said in disbelief.

"It was all there in the job title. the Head of Human Resources."

"This time it's personnel," Lance joked.

"But… we were getting married," Donna said sounding hurt and confused.

"Well, I couldn't risk you running off," he told her. "I had to say yes. And then I was stuck with a woman who thinks the height of excitement is a new flavor Pringle!

"Oh, I had to sit there and listen to all that yap, yap, yap – 'oh, Brad and Angelina - is Posh pregnant?' X-Factor, Atkins Diet, Feng Shui, split ends, text me, text me, text me, dear God, the never ending fountain of fat, stupid trivia!"

Donna stood there taking the verbal abuse, a look of growing hurt on her face. Rose hugged her closer

"I deserve a medal!" he stated.

"Oh, is that what she's offered you?" the Doctor asked, disgusted with the man he was talking to. "The Empress of the Racnoss? What are you? Her consort."

"It's better than a night with her," he said cruelly, pointing to Donna.

"But I love you," Donna said pathetically, crying slightly.

"That's what made it so easy," he shrugged. "It's like you said, Doctor - the big picture. There I was working in the city. Every day I was climbing that ladder. Then it happened. Your Cybermen, your Daleks in the sky. Everything I've spent my life doing just seemed so small. What's the point of it all if the Human Race is nothing? That's what the Empress can give me. The chance to... go out there. To see it. The size of it all. I think you understand that, don't you, Doctor?"

"Prick," Rose muttered.

"Who is this little physician?" The Empress asked.

"She said Martian," Lance told her, remembering what Donna had said.

"Oh, I'm sort of... homeless," The Doctor said in his usual evasive manor. "But the point is, what's down here? The Racnoss are extinct. What's gonna help you four thousand miles down? That's just the molten core of the Earth, isn't it?"

"I think he wants us to talk," Lance said incredulously.

"I think so too." The Racnoss chuckled.

"Well tough," Lance said. "All we need is Donna!"

"Kill this chattering, little Doctor-man!" the Empress commanded.

"Don't you dare hurt him!" Rose shouted standing in front of him, glaring at the Racnoss.

"No, no, it's alright," he told her, not wanting her in danger.

"And his pretty little kind girl too!" the Empress added.

And she really shouldn't have said that.

"At arms!" she called. Every single Robo-Form in the room pointed their guns at the two of them.

"Ah, now except-" the Doctor tried to talk his way out

"Take aim!"

The robots did, the sound of safeties clicking off.

"Well, I just want to point out the obvious-"

"They won't hit the bride. They're such very good shots," she assured him.

"Just- just- just- hold on, just a tick, just a tiny- just a little- tick," he stuttered trying to get the Empress to listen. "If you think about it, the particles activated in Donna and drew her inside my spaceship. So, reverse it... the spaceship comes to her."

He took the tube of Huon out of his pocket and opened it. Then he quickly dragged Rose behind Donna so the Empress would mistake her glowing for Donna's.

"Fire!" they heard the Empress shout as the TARDIS appeared around them in a tornado of blue particles.

"Off we go, then!" the Doctor shouted joyfully, yet again rushing to the console.

"Oh, you know what I said before about time machines?" he said turning back to Donna. "Well, I lied. And now we're going to use it."

"But I thought we couldn't use the TARDIS to interfere?" Rose asked, remembering how the few times they did it they turned out horribly wrong.

"We're not interfering," he told her, still rushing about. "We need to find out what the Empress of the Racnoss is digging up. If something's buried at the planet core, it must have been there since the beginning. That's just brilliant. Molto bene! I've always wanted to see this!"

"You don't mean…" she asked slowly, a grin forming.

"Rose, Donna, we're going further back than I've ever been before." He grinned back, ecstatic.

"Wow, end of the world and now the beginning. Aren't I lucky," Rose said happily. She turned to Donna to tell her about her first adventure with the Doctor and noticed that she had her back turned and her shoulders were shaking with silent tears.

Silently she took her in her arms and sat her down on the chair. All she did was hold her. She knew that there was nothing she could say. Nothing that would comfort her or reassure her that things would be okay. Donna had just had her heart broken. That took a while to heal and words didn't help.

So all she could do was hold her close and let her know that she wasn't alone.

"We've arrived," the Doctor told them quietly. "Want to see?"

"I suppose," Donna said unenthusiastically.

"Hhmm, The scanner's a bit small. Maybe your way's best," he said walking over to the doors. Rose helped Donna stand up and then was right behind him. Gently he took her hand. "Come on," he said encouraging Donna to join them.

Slowly she made her way to the two of them, a resigned look on Donna's face.

"No human's ever seen this," the Doctor told them excitedly. "You'll be the first two."

"All I want to see is my bed," Donna said miserably. Rose nudged her arm, trying to het her to cheer up.

"Rose Tyler, Donna Noble – welcome to the creation of the Earth."

He opened the doors and they looked out upon a spectacular sight. The darkness of space around them was lit up with colourful clouds of dust. Belts of rocks floated through the air.

"It's beautiful!" Rose gasped, taking in the sight

"The most beautiful thing I've ever seen," the Doctor replied.

Donna noticed,with a sad smile that he hadn't been looking out at the new solar system, but rather at Rose as he said it. She wished that just once Lance would have looked at her the way the Doctor was looking at Rose now.

Quickly before Rose caught him looking, his eyes flicked out to space as he coughed.

"We've gone back 4.6 billion years," he told them. "There's no solar system, not yet. Only dust and rocks and gas. That's the sun over there, brand new. Just beginning to burn," he pointed to the bright glowing ball in the middle of the colourful dust clouds.

"Where's the Earth?" Donna asked.

"All around us… In the dust," he said quietly.

"Puts the wedding in perspective," she said. "Lance was right. We're just… tiny"

"No, but that's what you do. The human race. Making sense out of chaos. Marking it out with weddings and Christmas and calendars. This whole process is beautiful, but only if it's being observed."

"So we came out of all of this?" Rose asked.

"Isn't it brilliant?" He asked her gave a weak smile at the way the two were acting.

They watched as a large rock drifted lazily past them.

"I think that's the Isle of Wight," Donna joked. Rose giggled as the doctor started explaining.

"Eventually, gravity takes hold. Say, one big rock, heavier than the others, starts to pull other rocks towards it. All the dust and gas and elements get pulled in, everything, piling in until you get…"

"The Earth," Rose finished for him, a huge smile on her face.

"But the question is… what was that first rock?" He muttered.

At that moment a huge, star like rock emerged through the space clouds, the 'arms' looking like they had spiderwebs on them. The Doctor really did have a very uncanny sense of timing.

"Look," Rose said pointing it out.

"The Racnoss…" he breathed. He ran back to the console, turned one of the wheels and looked at the monitor.

"Hold on," he said. "The Racnoss are hiding from war! What's it doing?"

Suddenly the star shaped ship began to glow slightly as dust and rocks began to be sucked towards it like a tornado. Chucks of rock stuck to it like a magnet.

"Exactly what you said,' Donna exclaimed. The Doctor ran back to the door with them and looked out.

"Oh, they didn't just bury something at the center of the Earth… they became the center of the Earth. The first rock."

At that moment the TARDIS gave a violent jerk. the Doctor just managed to cling to the rails, but Rose nearly fell out. At the last second Donna regained her footing and pulled her back inside.

"What was that?" Rose shouted in shock.

"Trouble," the Doctor replied slamming the doors. He ran back to the console and desperately tried to pilot it, but it was beyond his control. No matter what buttons he pushed and leavers he kicked up it wouldn't work.

"What the hell's it doing?" Donna yelled.

"That little trick of mine – particles pulling particles. It works in reverse. They're pulling us back!" The Doctor cried in panic.

"Well, can't you stop it? Hasn't it got a handbrake? Can't you reverse or warp or beam or something?" Donna asked.

"Backseat driver," he muttered in annoyance. "Oh! Wait a minute!" he bent down and pulled the extrapolator from somewhere under the console.

"The extrapolator!" Rose cried in surprise. "What are we going to do with that?"

"Well, it cant stop us, but it should give us a good bump! Now!" he cried whacking it with a mallet just as they started materializing. They dematerilized and then materialized again a second later. They jumped out to find themselves in the Torchwood base corridors.

"We're about 200 yards to the right. Come on!" he called to them, running out the door.

The three of them began to run. They finally stopped when they came to the doorway that led up to the flood barrier.

"But what do we do?" Donna asked, scared and out of breath.

"I don't know," he said listening through a door with a stethoscope he had pulled from his pockets. "I make it up as I go along! But trust me, I've got a history."

"A really good history," Rose laughed, remembering her past with him.

"But I still don't understand. I'm full of what for?" Donna asked

"There's a Racnoss web at the centre of the Earth, but my people unravelled their power source. If Huon particles cease to exist, the Racnoss will stop," he explained.

Suddenly a robotic hand came from nowhere and covered Donna's mouth dragging her off. Just before Rose could get the Doctor's attention a hand came down over her mouth and she was taken away too, her screams too muffled to hear.

"They've just been in hibernation for billions of years," the Doctor continued, not noticing the absence of his friends. "Frozen. Dead. Kaput! So you're the new key. Brand new particles, living particles! They need you to open it and you have never been so quiet." He turned around in concern to find the corridor completely empty. "Oh!" he groaned. "Rose?" he looked up and down the corridor. "Donna…? Rose!"

There was no answer and desperately he opened the door with the sonic… only to come face to face with a Robo-Form and its gun.

"Oh. Uh, hello."

"I bloody hate you!" Donna seethed at lance.

He, Donna and Rose were all strung up in the web, hanging just above the hole. If they fell, they would go right down to the center of the Earth… and the Racnoss.

"Yeah, I think we've gone a bit beyond that now, Sweetheart," he replied tartly.

"My golden couple," the Empress chuckled below them. "Together at last, your lawful wedded life. Tell me; do you want to be released?"

"Yes!" the three of them shouted.

"You're supposed to say 'I do'!" she cackled.

"Ha, no chance," Lance said, looking at Donna in disgust.

"Say it!" She shouted

"I do," Lance said grudgingly in a sour tone. He looked at Donna as if this were all her fault.

"I do," Donna shouted looking way from him.

"Oh, what the hell… I do too," Rose grinned. She wasn't nearly as scared as the other two because she had total faith in the Doctor. And she knew he was out there somewhere.

"I...don't!" the Empress cackled evilly. "Activate the particles. Purge every last one!"

The three of them began to glow with the golden light before they started leaving their bodies. Rose gasped as it happened, not of pain, but surprise as she felt something.

"Ah… what's this?" The Racnoss asked seeing Rose glow too. "Another catalyst. Excellent! Release!" she cried.

All the Huon particles shot from their bodies, and went straight down the hole.

"The secret heat unlocked. And they will waken from their sleep of Ages!" The Racnoss cried in triumph.

"Who will? What's down there?" Donna asked fearfully.

"How thick are you?" Lance scoffed.

"My children, the long lost Racnoss. Now will be born to feast on flesh!"

"Oh, no they won't!" Rose cried fiercely.

The Empress looked back up at her and frowned. The particles that had been ripped from her body had not gone down with the rest of them. They swirled around her like a tornado, then in an instant they were sucked back into her body.

But now Rose was different. Her usual kindness was all but completely gone as she looked at her foe. She still glowed golden with the energy and so did her eyes, no longer brown.

"What are you?" the Empress demanded.

"I am the Bad Wolf," her voice had an eerie echo that seemed to come from nowhere. "I am a Goddess of time and space, for The Time Vortex lives within me."

With a flash of light, the web around her snapped. She slid down it like it were a fire pole and right before she reached the end and fell into the pit, she took a step...and materialized on the ground in front of the Empress. Behind her was the sound of chirping and scuttling spiders climbing up from the center of the Earth, but she ignored it as she looked at the empress with narrowed eyes.

"I can see all you have done, all the worlds that have come to dust at your feet," Rose continued, her eyes still alight with the golden sparks. "And I can see all you will be and all you shall never be. You shall burn. Like a dying star, you shall burn."

Then the light faded from her and she gasped as the Bad Wolf released her.

"Burn shall we?" the Empress hissed in fury. "We shall see about that. Grab her!"

Two of the Robo-Forms detached themselves from the line and took a hold of her. As much as she struggled she couldn't break loose.

"The Web-Star shall come to me. And now, my babies will be hungry. They need sustenance. Perish the web." She called, looking at lance. He noticed and instantly knew what she was doing.

"Use her! Not me! Use her!" Lance cried in desperation, jerking his head towards Donna.

"Oh, my funny little Lance! But you were quite impolite to your lady-friend. The Empress does not approve." She spoke like a parent to a naughty child.

At her words the web around him loosened and he tumbled out, falling, screaming, down into the hole.

"Lance!" Donna cried despite herself.

"Harvest the humans. Reduce them to meat." Above them they heard the faint sounds of cashing, as if something was happening above them. "My children are climbing towards me and none shall stop them! …So you may as well unmask, my clever little Doctor-man." She stated, turning around.

A Robo-Figure who was climbing the stairs stopped and cocked its head.

"Oh well. Nice try," the Doctor said removing the cloak and mask. "You okay, Rose?" he asked.

"I'm fine, just hanging out with some of our friends here," she called up to him. She was only lying a little bit. Physically she was fine, and the situation was fine. But inside she was still freaking out about what had just happened to her. She could remember all of it, the way her mind had widened. Being able to see all that is and was. It didn't hurt like the Doctor said it should have, but it still scared her. She had called herself a goddess!

The Doctor checked to see that Rose was relatively safe before looking up to Donna. "I've got you, Donna," he called. Then he aimed the sonic-screwdriver up at her.

The web around her began to snap, quickly into threads.

"I'm gonna fall!" she cried.

"You're going to swing!" he corrected her. And just as he said, when the web snapped she swung down towards him. "I've got ya," he said, his arms open to catch her. But she swung lower than he anticipated and smacked into the wall below him with a dull thud. "…Oh… Sorry." He looked over the railing to see Donna splattered on her back.

"Thanks for nothing," she said angerly.

"The Doctor-man amuses me," the Empress laughed.

"Empress of the Racnoss - I give you one last chance. I can find you a planet. I can find you a place in the universe to coexist. Take that offer and end this now." The Doctor said seriously.

"These men are so funny." The Racnoss chuckled.

"What is your answer?" he demanded.

"Oh, I'm afraid I have to decline," she laughed again.

"Then what happens next is your own doing," he said quietly.

"I'll show you what happens next," she hissed. "At arms! Take aim!" All the Robo-Forms along the wall pointed their guns at him.

Rose started struggling harder but she couldn't break free.

"And-"

"Relax," he said.

At his command they all went limp; slumping over themselves like the clockwork repair droids they had faced once.

Rose pushed the two that had been holding her away and ran up the stairs to him, snagging Donna's hand on the way.

"What did you do?" Donna called up to him as they ran.

"Guess what I've got, Donna?" he grinned, pulling a remote control from his pockets. "Pockets!" he said cheekily.

"Very deep pockets," Rose smiled, reaching him and taking his hand.

"They're just bigger on the inside that's all," he grinned back.

"Robo-Forms are not necessary," the Empress said in annoyance. "My children will feast on the flesh of a Goddess and a Martian."

"Oh, but I'm not from Mars," he told her calmly.

"Then where?" She asked, confused.

"My home planet is far away and long-since gone. But its name lives on. Gallifrey."

The Empress hisses and thrashed about. "They murdered the Racnoss!" she cried in fury.

"I warned you," he said softly. "You did this." He put his hand in his pocket again and bought out a handful of shiny red baubles and threw them up, where they started floating in the air.

"No! No, don't! No!" the Empress panicked.

Some of the baubles floated around the Empress and crashed at her feet surrounding her in flame. Others that he threw crashed into the walls and water came flooding through and swept down the hole like a drain.

"My children!" the grief stricken Empress wailed.

"Doctor," Rose whispered in horror. "Doctor, please stop. What are you doing?"

The doctor didn't react and Rose was scared. If they didn't leave soon, they'd be trapped her and drown.

"Doctor." He blinked at the feel of a hand on his other shoulder to see Donna looking at him as she asaid, "you can stop now." He blinked again, seemingly coming out of a trance.

"Come on! Time I got us out."

The Empress pushed her way through the flames. "Transport me!" she cried. Then in a flash of light, she was gone.

"Oh, no!" Rose gasped. She turned on her heal and sprinted up the stairs. The Doctor and Donna right on her tail.

They emerged up into the night just as explosions went off. She ran to the edge of the barrier to see the star shape Racnoss ship blown to pieces and burn. Donna and the Doctor joined her, each standing on one side. The Doctor grabbed her hand sympathetically.

"Like a dying star, you shall burn," Donna said quietly.

"What's that?" the Doctor asked.

"Oh, nothing," Rose told him. "Just something she said."

Donna looked at her questioningly and she gave the slightest shake of her head. The Doctor sighed heavily.

"She used up all her Huon energy," he said sadly. "It left her defenseless."

"There's just one problem," Donna said.

"What's that?" Rose asked, still looking at the burning remains of the ship.

"We've drained the Thames!" she laughed.

The three of them looked out over the near empty Thames. Boats were stranded, sounding their horns. The three of them suddenly burst into fits of laughter.

**A/N: almost done! I know most of you were probably expecting some of this, but still, I have a plan for the huon particles and bad wolf. It's going to be a long time though. Don't forget to review!**


	6. The Runaway Bride, Merry Christmas

"Let's just wait a minute and we can go get the TARDIS," the Doctor told them after they had stopped laughing.

"Won't it have been swept away?" Donna asked.

"Na, she'll be alright."

Sighing, Rose and Donna sat down on the edge of the barrier with their feet hanging over the edge while the Doctor took a look at something in the distance.

"You saw that happening, didn't you?" Donna said quietly so the Doctor wouldn't hear. Silently Rose nodded. "Why didn't you tell him, about the Wolf thing?"

"It would only worry him," she replied. "He'd get all frantic and it would drive him crazy trying to figure out what's wrong… well, crazier. I don't want to worry him. I'm sued its fine." The last sentence sounded like she ws trying to convince herself rathert hen Donna,

"What are you two on about?" The Doctor suddenly asked appearing behind them and making them jump guiltily.

"Just talking about how crazy you are," Rose covered it up as he helped her to her feet.

"Aw, come on. You love me for it!" he grinned. Rose's eyes widened and his face fell ever so slightly as he realised what he'd said. Then she giggled like she should have, hoping that it didn't sound too nervous.

"Donna," he said seriously, turning to her. "I forgot to say... Thank you." He took her hand and gave it a gentle squeeze.

"What for?"

"For stopping me. I don't know what I would have done if you hadn't…" he repressed a small shudder. "Plus, I'm not sure we would've gotten out in time if you hadn't snapped me out of it. You save my life, and Rose's. So, Thank you.

"It's no problem. Glad to have helped." Donna said with a smile.

Grinning widely, Rose hugged The Doctor, happy he was actually thanking somebody for doing something.

"Right, come on you two," he said jumping down the hole and down the ladder. The girls followed suit and they headed to where they had left the TARDIS.

"There we go," the Doctor said stepping out of the TARDIS. "Told you she'd be alright. She can survive anything."

"More than I've done," Donna said.

Taking out the sonic, he scanned her. "Well, all the Huon particles have gone. No damage. You're fine," he said clearly missing the point.

"Yeah, but apart from that… I missed my wedding, lost my job and became a widow on the same day… Sort of." She said sadly.

"There was no way to save him," Rose told her sympathetically.

"He deserved it," she said harshly. After a moment her face fell. "No he didn't," she said sadly. She turned and looked at her house. "I'd better get inside. They'll be worried."

"Best Christmas present they could have," The Doctor smiled at her. They all looked at the house and saw Donna's parents hugging. "Oh, no, I forgot," he said suddenly. "You hate Christmas."

"Yes, I do."

"Even if it snows?" he said sneakily.

Taking a step backwards he reached inside the TARDIS door and tweaked a switch somewhere. A bright light glowed on the top and shot into the sky like a firework. When the lights began to fade, snow began to fall…

"I can't believe you did that!" Rose cried hugging him. She stayed hugging his side and he put his arm around her shoulder. Donna was laughing.

"Oh, basic atmospheric excitation," he grinned.

"Merry Christmas," Donna smiled.

"Merry Christmas." Rose replied.

"And you. So," The Doctor asked. "What will you do with yourself now?"

"Not getting married for starters," she joked. "And I'm not gonna temp anymore. I dunno... travel... see a bit more of planet Earth... walk in the dust. Just... go out there and do something."

"Well you could…" Rose started then looked up at the Doctor questioningly.

"Oh, yes," he said realizing what she was getting at. "You could always come with us if you want."

"Oh, no I couldn't," Donna said shaking her head. "Just, a life like that. I couldn't handle it. I suppose you two are used to it. My guess is that it's like that for you every day."

"Only every other day," the Doctor corrected her.

"I – I just can't," she said.

"It's okay," Rose told her, smiling.

"Tell you what I will do though – Christmas dinner. Mum's a good cook but she's terrible with amounts, cooks enough to feed an army." Donna told them hopefully.

He looked to Rose to see if she wanted to go, but he saw something in her eyes that made him think she wasn't ready for a domestic Christmas again, just yet.

"I think we'll pass," he said kindly. "Besides, we have other planets to save, don't we Rose?" he joked.

Smiling Donna stepped forward and hugged Rose who had detached herself from the Doctor's side. Then she turned and hugged him.

"Am I ever going to see you again?" she asked.

"If we're lucky." He responded.

"Good. Just… promise me one thing; don't loose each other. Because Doctor you damn well need that girl. There has to be someone there to keep you in check." She said cheekily.

"Oh, there is no way I'm letting this one go," he smiled at her. "Thanks, Donna. Good luck and just… be magnificent."

"I think I will, yeah," she laughed.

Smiling he and Rose tuned and stepped inside the TARDIS.

"Oh, Rose?" Donna called.

"Yeah," she replied.

"I've got something for you, hold on a minute." She ran across to her front door, reached up and grabbed something and ran back. "Just a little excuse," she whispered pressing something that felt oddly like leaves into her hand.

"Good bye, Donna," she said happily.

"Good bye, Rose."

Rose stepped back into the TARDIS and closed the door as it made the typical sound. She also took a look at what Donna had given her and had to laugh.

"What is it?" the Doctor asked.

"Mistletoe!" she laughed holding up the sprig.

"Aw, brilliant!" he cried. "We can use that if we ever meet someone in the royal family!"

Laughing even more Rose walked up to him, held the mistletoe above his head and kissed him on the cheek.

"Got to watch out for those big bad wolfs," she grinned. she then turned and started skipping off.

"Where are you going?" he asked.

"To get some decorations," she told him. "I don't know about you, but I'm not missing out on

Christmas. How about I set up in the Library? We can have a dip later on."

"Rose Tyler, that is brilliant," he grinned. Smiling, he watched her turn and head down the corridor.

Happy as he was something was unsettling him. Something Rose had just said. There was something wrong and it had something to do with Rose. It worried him to no end.

If only he could remember…

**A/N: and done with the Runaway Bride! And some interesting twists I'd like to think. Next up is smith and jones, but with Rose added, it'll be I'll keep dropping hints in what I have planned, but nobody say what they think in reviews. Some people may want it to be a surprise. No spoilers!**


	7. Smith and Jones, On the Moon

"So what's wrong here?"

Rose and the Doctor were standing outside a hospital on Earth, twenty first century, not because either of them was sick, though the Doctor wouldn't have gone to the hospital anyways, but because the TARDIS had detected plasma coils set up around it when they had landed earlier after the TARDIS random location selection had taken them near here.

"Not sure." The Doctor responded to Rose's question. "But any hospital that has plasma coils set up around it has some problem, and we need to find out what."

"Are you sure you want to do this?" she asked him in concern. "You know - hospitals and all…"

"Aw Rose, I'll be fine," he grinned. But she saw that little spark in his eye that she recognized as a deep-seated discomfort. She saw it in his eyes when he was too close to a cat for some reason.

As they got closer to the hospital he grabbed his stomach as if her were in pain. Rose put his arm over her shoulder and pretended to support him into the waiting room. He let out a groan.

"Hamming it up there, are you," she whispered to him.

"Some people can be rather melodramatic – apparently I'm one of them." He whispered back.

"Don't I know it," she grinned. "Excuse me?" she said to a passing nurse. "My friend, he's...he's not well. It's really bad…"

Soon they were being taken to a small room where the Doctor was checked and questioned. Thankfully he knew how to word it just so that it didn't sound too minor that they would be sent home in a few hours and vague enough that they didn't know what it was.

Eventually they ended up in a curtain drawn cubicle. The Doctor was lying in bed wearing hospital pajamas, Rose was only just managing to contain her laughter over this and how cheerful he looked. She had a few books and a bag of food and was sitting in the chair beside him.

"Right," said Doctor Stoker. "We're just going to keep you in over night for observation Mr Smith. And I'm sorry, but your friend can't say much longer."

"What?" Rose started. "Why?"

"Visiting hours end in a few minutes. You can go home and relax, Mr Smith will be just fine here."

"Oh…" She said forlornly.

"Is something the matter?" Doctor Stoker asked her, concerned.

"W-well it's just… We're travelers see. Just passing through. And I don't really have anywhere to stay… I suppose I could sleep in the car…" she trailed off sadly while the Doctor rose an eyebrow at her. Since when could she act so well?

"No, no. I won't hear of that," he told her. "I'm sure we can make an exception for one night. Now, I'll be around in the morning… Ah, I may have a class of medical students with me. I hope you don't mind?"

"No not at all," the Doctor replied.

Then Doctor Stoker left the two of them alone. The second they were, The Doctor turned to Rose with a smile on his face

"Look at you!" the Doctor laughed. "That was quite the tale Miss Tyler. Though, you could have stayed in the TARDIS. It would have been much more comfortable."

"What? And leave you on your own to get into trouble?" She snorted.

"Oi!" he cried indignantly.

"It's true! I leave you alone for more than a few minutes and you get into all sorts of trouble!" she laughed.

"I do not."

"New Earth."

"That was you."

"Van Statten's base."

"You got stuck with a Dalek," he rolled his eyes.

"And you nearly got experimented on. The Cardiff rift."

"That was Jack."

Rose opened her mouth before closing it and conceding that one with, "Good point. Daleks on Satellite 5."

"Sent you home for a reason." He said firmly

"The pit on Kroptor." She brought up, running out of options.

"You- Okay yeah, you have me there. That was pretty bad. But from what I hear it was bad on your end too."

"It was, but no one thought you had a way out."

"From what I heard they had to sedate you just to get you out!" he laughed.

"Like I could have left you there," she defended herself. The Doctor just smiled in reply.

They spent the rest of the afternoon talking and reading. When a nurse came by he would be quieter and pretend to be felling horrible. And with Rose sneaking him food he could,thankfully, truthfully tell the nurses that he couldn't eat anything.

As night drew on and Rose grew tired, he offered her his pillow but she refused it. So he insisted that they at least share. She ended perched in her chair at a slightly odd angle, her head resting on his pillow, her face just inches from him.

Smiling, he watched her sleep. She was so cute. And it was rather different too. When she was awake she was always so energetic. She was bouncy and happy or working hard to keep them safe. But now, lying here asleep, she looked so peaceful. He had never seen her so still.

Tentatively he leaned forward and kissed her forehead. She wriggled a little, and mumbled something in her sleep as a small smile had crept onto her lips.

He wished there were more moments like this. Where it was just him and her. And he could act they way he wanted without having to hide it from her.

He wished he could tell her.

He wished things were different.

**The next day**

When Rose woke in the morning she found the Doctor staring at her, a small smile on his face. It would have been kind of romantic if she knew it wasn't like that for him, or if it didn't seem like he was laughing at her.

"What?" she asked him, wiping her face and checking to see if she'd been drooling or if he'd drawn on her.

"Did you know you make little squeaky noises when you sleep?" he grinned. Pulling the pillow out from under his head she hit him in the stomach.

"Oi!" he protested. "That's not nice, I'm a sick patent!"

she just grinned her cute smile where she stuck the tip of her tongue between her teeth and his playful sulk melted away.

"Did you find anything?" she asked seriously.

"No. Every time I tried to leave a nurse caught me. I had to use the bathroom excuse half a dozen times." Rose giggled. "But listen to that, a storm's coming in." He nodded towards the window in the room.

Standing she went and looked out the window. Most of the city was bright and sunny. But just above them it looked like it was ready to throw a tornado at them.

"That's odd," she said sitting back down in her chair. "The storms only over us as far as I can tell." She reached down into her bag to grab some breakfast but dropped whatever she had with a loud yelp and retracted her hand as if she'd been bitten.

"What?" he said worryingly.

"Nothing… just a really big electric shock," she told him, rubbing her fingers to get rid of the numbness.

"Hmm… Something's coming," he stated. "But I don't think it's a storm."

"Now then, Mr Smith, a very good morning to you. How are you today?" Doctor Stoker said coming back, as promised, with medical students.

"Aw, not so bad, still a bit, you know… Blah," he replied much too cheerfully.

"Who's she, what's she doing here?" one of the students asked, pointing at Rose.

"This is Mr Smith's friend. As they are from out of town and it was such late notice I allowed her to stay here for one night," Doctor Stoker explained.

"Hi," Rose smiled at them.

"John Smith, admitted yesterday with severe abdominal pains. Jones, why don't you see what you can find? Amaze me," he said somewhat sarcastically.

A pretty dark girl with frizzy black hair in a ponytail,, not that much older than Rose in fact, stepped towards them.

"That want very clever, running around outside, was it?" she asked him childishly.

"Sorry?" the Doctor asked, genuinely confused.

"On Chancellor Street this morning. You came up to me and took your tie off."

"Really? What did I do that for?" he asked.

"I don't know, you just did."

"Not me," he told her. "I was here, in bed. Ask Rose, or the nurses."

"Well, that's weird," Miss Jones said firmly. "'Cause it looked like you. Have you got a brother?"

"No, not anymore. Just me… Well, I have Rose now. But family…"

"As time passes and I grow ever more infirm and weary, Miss Jones…" Doctor Stoker said.

"Sorry. Right." She pulled her stethoscope from around her neck, put the flat peice on his chest. A puzzled look came across her face and the Doctor smiled. She moved the stethoscope to the other side of the chest and as her eyes widened slightly, he winked at her.

"I weep for future generations. Are you having trouble locating the heart, Miss Jones?" Doctor Stoker said rather snidely.

"Um, I don't know," Miss Jones said weakly,straightening and taking the ear pieces of the medical device out. "Stomach cramps?"

"That is a symptom, not a diagnosis. And you rather failed basic techniques by not consulting first with the patient's chart." The man replied and picked up the chart that hung at the end of the bed. A visible electric shock jumped out at him from the clip and he dropped it immediately.

"That happened to me this morning," Miss Jones said, clearly thinking it was a little more than a coincidence.

"I had the same thing on the door handle," said one of the male students.

"And me, on the lift," said another.

"Looks like I'm not the only one then," Rose muttered with a grin. She knew now she had been with the Doctor too long, because the thought of impending danger was very exciting.

"That's only to be expected," Doctor Stoker said in his know-it-all tone. "There's a thunderstorm moving in and lighting is a form of static electricity, as was first proven by...anyone?" he asked as if it were a science lesson.

"Benjamin Franklin," the Doctor answered like an over eager school kid.

Doctor Stoker looked mildly surprised. "Correct!" he said.

"My mate Ben," the Doctor continued happily. "That was a day and a half. I got rope burns off that kite, and then I got soaked."

"Quite…" Doctor Stoker said sounding concerned.

"And then I got electrocuted!" the Doctor exclaimed.

"Moving on," Doctor Stoker said quickly. "I think perhaps a visit from the psychiatric…" Rose heard him say quietly to one of the students.

The Doctor grinned and she hit him gently on the arm.

"Benjamin Franklin!" she exclaimed.

"What? It was fun, but it hurt like anything."

"They're going to think you're mad! And what about that girl, she knows about your hearts."

"Na, it'll be fine. Besides she knows me… apparently. And I've been a patient in a hospital before."

"Really?" she asked. She never really thought that the Doctor got sick.

"Oh yeah, I got shot. It was kind of creepy actually… I woke up in the morgue…"

"And that's why you don't like hospitals?" she said curiously.

"Oh,One of many reasons." He grumbled.

"Doctor have you seen the rain!" Rose cried as the Doctor came back having finally had the chance to do some exploring. She looked back towards the window where she could see the rain falling up.

"Yes, I have. Brace yourself." He said as lightning began flashing.

Quickly they both grabbed onto something stable and low. Then the hospital began to shake, things fell down on people and patients, doctors and nurses all cried out in alarm. When the shaking had stopped it was oddly darker.

When she heard bewildered and panicked exclamations, Rose ran out to see what was wrong. People were gathered at the windows, staring out in horror. She pushed her way to the front and wasn't sure to be worried or excited by what she saw.

They were on the moon. All around them stretched white planes and craters and hills. And up in the sky above them was the Earth.

Then people began screaming and shouting. Patients clung together for comfort. It was horribly loud.

"Alright, everyone back to bed. We've got an emergency, but we'll sort it out," the dark girl from before said striding through the room with another of the medical students, looking scared as well behind her.

She ran back to their cubicle, for some reason the curtains had been drawn.

"Doctor!" she cried stepping inside. "Oh my god!" she cried in embarrassment and turned around. The Doctor was standing on the other side of the bed, getting changed. And he was almost completely naked.

"Humans," he sighed as he held up his shirt. "I'll never understand why seeing someone get changed is such and awkward thing for you lot."

"We're on the moon," she told him weakly. Secretly it was less of an awkward thing for her seeing him change as it was that it would be awkward if he knew she was looking. And she was only looking away to prevent herself from sneaking a peak, which was very tempting indeed.

"It's real. It's really real!" they heard the dark girl exclaim. "Hold on…"

"Don't!" cried the other med students. "We'll lose all the air!"

"But they're not exactly air tight," she argued. "If the air was going to get sucked out it would have happened straight away, but it didn't. So how come?"

"Very good point!" The Doctor, thankfully now fully clothed, said loudly sweeping the curtain aside. "Brilliant, in fact. What was your name?"

"Martha," she replied.

"And it was Jones, wasn't it?" Martha nodded her reply. "Well then, Martha Jones, the question is, how are we still breathing?" he and Rose made their way over to the window, looking out in interest.

"We can't be!" the other med student cried, tears running down her cheeks.

"Obviously we are so don't waste my time," he told her rudely but quite frankly people who couldn't keep up just weren't worth the time, "Martha, what have we got? Is there a balcony on this floor, or a veranda, or...?"

"By the patients' lounge, yeah." She answered, nodding.

"Fancy going out?" He asked Rose with a large smile.

"Definitely," Rose said excitedly grabbing onto his arm. He turned and beamed at her.

"Okay," Martha breathed.

"We might die." The Doctor told her seriously.

"We might not," she replied. Rose smiled; she was already liking this Martha Jones.

"Good!" he said, happy that she was thinking the right way. "C'mon. Not her," the pointed to Martha's friend. "She'd hold us up."

Together the three of them made their way to the patients' lounge. Everywhere they looked, scared people were huddled together, crying. As they came to the door, they looked at each other, took and held their breath. And pushed the doors open.

They stepped out side and after a moment breathed in.

"We've got air!" Martha gasped in wonder. "How does that work?"

"Just be glad it does," he told her.

"force-field?" Rose guessed.

"Could be." He nodded, walking out slowly to the edge of the balcony.

"I've got a party tonight," Martha told them faintly. "It's my brother's twenty-first. My mother's going to be really ... really…" she sounded like she was about to cry.

"You okay?" Rose asked, putting a hand on her shoulder.

"Yeah," she replied, blinking back tears.

"Sure?" the Doctor asked.

"Yeah."

"Do you want to go back in?" He asked concerned.

"No way!" she cried. "I mean, we could die any minute, but all the same - it's beautiful."

"You think?" he asked, eyebrow raised. Rose knew he was testing her.

"How many people want to go to the moon? And here we are!" She cried happily, a smile in her face now.

"Standing in the earth light," Rose smiled leaning forward on the balcony like the other two.

"What do you think happened?" Martha asked them.

"What do you think?" he tested her again.

"Extraterrestrial," she said strongly. "It's got to be. I don't know, a few years ago that would have sounded mad, but these days…? That spaceship flying into Big Ben - Christmas - those Cybermen things. I had a cousin. Adeola. She worked at Canary Wharf. She never came home," she said sadly.

"I'm sorry," the Doctor told her quietly.

"Oh my god, I remember her," Rose said softly. "She was one of the…" she stopped just before saying bodies. "…ones at the desk," she finished weakly. "She looked just like you."

"Yeah," Martha said. "People used to joke and say we were twins."

"We were there. In the battle," he told her.

"I lost my mother…" Rose whispered. The pain was mostly gone, but she knew it might always be there, even just a hint.

"I promise you, Mr Smith, we will find a way out," Martha said. "If we can travel to the moon, then we can travel back. There's got to be a way."

"It's not Smith, that's not my real name," he said, moving and looking over the sides of the balcony.

"Who are you, then?" Martha asked, watching him move.

"I'm the Doctor."

"Me too," she said. "If I can pass my exams. What is it then, Doctor Smith?"

"No, just the Doctor," Rose told her.

"How do you mean, just the Doctor?" She asked skeptically.

"Just… the Doctor," he said.

"What, people call you 'the Doctor'?"

"I just call him Doctor," Rose grinned cheekily.

"Yup," he agreed, popping the 'p.'

"Well I'm not," she said stubbornly. "As far as I'm concerned, you have to earn that title."

"Well, Id better make a start then," he said. "Let's have a look." He picked up a pebble from the ground and chucked it out into the open air, it hit off something invisible in mid air and a bluish ripple spread from where the stone hit. "You were right, Rose. Some sort of force-field, keeping the air in."

"If that's like a bubble sealing us in,then...that means this is the only air we've got. What happens when it runs out?" Martha asked.

"How many people in this hospital?"

"I don't know, a thousand?"

"One thousand people… Suffocating" Rose said in horror, realizing what they were getting at.

"Why would anyone do that?" Martha asked them, aghast.

"Heads up! Ask them yourself," the Doctor told her, looking up. They both looked up too see several of spaceships move and land just outside the hospital. The doors of the ships opened and an army of aliens marched out towards them.

"Aliens. That's aliens. Real, proper aliens," Martha gasped.

"Judoon," the Doctor said harshly.

Downstairs they heard people screaming as the Judoon entered the building. Taking her hand the Doctor pulled Rose inside, Martha followed close behind. They snuck downstairs, careful not to be seen, and hid behind some plants.

"Oh, look down there," the Doctor said happily. "You've got a little shop! I like a little shop."

"Never mind that now!" Rose rolled her eyes as she smacked his arm. "You gonna tell us what Judoon are?

"Police," he replied. "Well, police for hire. More like interplanetary thugs."

"And they brought us to the moon?" Martha asked.

"Neutral territory. According to galactic law, they've got no jurisdiction over the Earth, so they isolated us. That rain? Lightning? That was them, using an H2O scoop."

"What's that about 'galactic law'? Where'd you get that from? If they're police, are we under arrest? Are we trespassing on the moon or something?" she laughed.

"No," he said. "But I like that. Good thinking. No, it's more simple. They're making a catalog, it means they're after something non-human…"

"Oh great," Rose groaned.

"Which is very bad news for me."

"Why?" Martha asked dumbly. They both looked at her. "Oh, you are kidding me!" the Doctor raised an eyebrow. "Don't be ridiculous… Stop looking at me like that." She finished uncomfortably

"Come on, then," he whispered. And the three of them went off again. "Is there anywhere I can access patient files?" He asked Martha as they walked.

"Ever heard of patient confidentiality?" Martha sounded offended.

"Ever heard of a hospital on the moon, with Judoon invading?" Rose countered.

"But what do you need them for?"

"They're looking for someone. I might be able to find them," he told her. Martha nodded.

"Okay, this way," she said reluctantly.

"They've reached the third floor," Martha said coming back from checking on the Judoon. The Doctor was sitting at a computer, pointing the sonic at it. Rose was leaning over his shoulder. "What is that thing?" Martha asked, pointing at the Doctor's sonic.

"Sonic-screwdriver," Rose told her.

"Well, if you're not going to answer me properly!" Martha said angrily.

"No, really, it is," the Doctor told her, holding it up. "It's a screwdriver, and it's sonic. Look."

"What else have you got? A laser spanner?" She snorted

"I did, but it was stolen by Emily Pankhurst, cheeky woman." Rose grinned. Suddenly he hit the computer in his usual manner of trying to get them to co-operate. "Oh, this computer! The Judoon must have locked it down. Judoon platoon upon the moon."

"That's a good one," Rose smiled.

"Cause we were just traveling past, I swear," he continued. "We were just wandering, weren't looking for trouble, honestly, we weren't. But I noticed these plasma coils around the hospital. And that lightning, that's plasma coils, been building up for two days now, so I checked in. I thought something was going on inside, it turns out the plasma coils were the Judoon up above."

"But what were they looking for?" Martha asked.

"Something that looks human, but isn't," he replied.

"Like you. Apparently."

"Like me," he said. "But not me."

"Haven't they got a photo or some sort of identifier?" Rose asked, wondering how slack these intergalactic police were.

"Might be a shape-changer," he suggested.

"Whatever it is, can't you just leave the Judoon to find it?" Martha asked.

"If they declare the hospital guilty of harboring a fugitive, they'll sentence it to execution."

"All of us?" she cried aghast.

"Oh yes. If I can find this thing first... Oh! Just that...they're thick! Judoon are thick! They are completely thick!" the Doctor suddenly cried. Rose rolled her eyes.

"He likes to insult species when he's stressed," Rose said to her.

"No I'm serious! Judoon are thick! They wiped the records. Oh, that's clever," he said the last part sarcastically as, he ran his hands through his hair, making it stick up even more.

"Well, what are we looking for?" Martha asked, wanting to help.

"I don't know. Any patient admitted in the past week with unusual symptoms. Maybe there's a back-up."

"Just keep working," she told him. "I'll go ask Mr Stoker, he might know." And with that she turned on her heal and waked out.

"Yes sir!" he joked after she left. Rose smiled at him.

"Yes sir!" he joked. Rose smiled at him.

"You'll be okay on your own, yeah?" she asked. "I'm going to go keep an eye on our Rhino friends."

"Okay…" he said. "But, Rose. Be careful."

"Don't worry, I always am," she said. The Doctor stopped, turned around and gave her a look.

"That is in no way reassuring," he told her. Giggling, Rose walked out the door.

**A/N: I'm on fire! but I'm also going too fast, taking too much time out of school work to write so theyll slow down to an update every 3 to 4 days. but dont forget to review!**


	8. Smith and Jones, Deadly Magnatisme

Martha ran down the Corridors to Mr Stoker's office. He was the smartest human in the hospital. He would know if there was anyone that had been showing odd conditions. She arrived at his office in no time.

"Mr Stoker…" she called pushing the door open. But her voice trailed off when she saw his feet sticking out from behind his desk. He wasn't moving…

Nor were the two men in black leather suits and motorcycle helmets, who stood over his body. They were identical, and she'd bumped into them earlier too. A strange sucking noise filled the room, like someone sucking up the last of a milkshake with a straw.

Just then, Florence Finnegan, a older woman they'd checked earlier popped her head up from behind the desk. She had a straw sticking out of her mouth… and the straw was covered in blood.

"Kill her!" Florence said.

A look of horror on her face, Martha bolted from the room. From the corner of her eye she saw one of the black leather clad mean follow her. Desperately she ran through the corridors.

Until she ran straight into the Doctor; Rose was nowhere to be seen.

"I've restored the back-up," he told her.

"I found her!" she cried in too much of a panic.

"You did what?" He looked up to see the leather man round the corner. "Run!" he cried.

He took her hand and together they did just that. Run.

Rose peered around the corner watching the Judoon. The big cumbersome rhinoceros like aliens marched through the corridors, grabbing humans and scanning them. She'd watched in horror as a man smashed a vase over one of the Judoon's head… he had been executed for assault.

After they had ascended two more floors she decided it was time to find the Doctor. But just as she turned to leave a large gloved hand grabbed her arm and a blue light was shone at her face. For a long time the Judoon said nothing, looking at it's scanner then her

"Non-human," it finally growled.

"What? No I'm human!" she said in confusion.

"Confirm analysis," it said.

"I'm human! I've been travelling with an alien for a few years but I'm human," she said strongly.

"Confirmed," it stated. "Non-human. Species unknown."

"Oh god," she said. Then she pulled herself from its grip and sprinted down the hall.

She could hear them marching after her. And she could hear the sound of laser shots. If only there was something that would get them off her tail!

Judoon were thick… that was what the Doctor had said. Well then...

Quickly, rounding a corner, she took a hair-band of her wrist and tied her hair up, and then pulled her jumper off and stuffed it in an abandoned locker. She kept to the shadows as they marched by. She was sure one had seen her, but none of them even stopped to get a good look… or even to scan her.

They believed they had their criminal.

Once they had passed she bolted down the corridors, eventually she smacked right into the Doctor and Martha who were running from something too.

"Judoon?" she asked.

"And worse," the Doctor told her. "Nice timing. In here," he opened a door and pulled the two girls in. Just as he slammed the door shut Rose saw a strange man, covered from head to toe in black leather, a helmet over his head. "Martha, when I say 'now', press the button."

"But I don't know which one!" she cried back. It was clear to Rose that she was panicking.

Obviously about something different to her. She was panicking because she had just been classed as non-human, how could she be non-human?

"Find out!" he told Martha, closing the door.

Taking out his sonic he pointed it at the machinery which Rose realized with horror that it was the radiation room. But then again, he had never stepped into anything he knew would kill him. She trusted him enough that it would work out… whatever he was doing.

Beside her, Martha was flipping through the operator's manual as fast as she could, searching frantically.

As the man in leather broke down the door he turned the radiation machine towards it and shouted.

"Now!" he yelled at Martha.

Martha, who was still in a panic… and still didn't know which button it was, took a guess and pushed the big yellow one.

It turned out to be a correct guess. A beam of radiation shot out at the man. There were a few bright flashes… and he fell to the ground.

"What did you do?" Rose asked from behind the radiation shielding.

"Increased the radiation by five thousand percent," he told them. "Killed him dead."

"Isn't that likely to kill you?" Martha said in concern.

"Na, it's only roentgen radiation," he shrugged it off. "We used to play with roentgen bricks in the nursery."

Rose nearly laughed as it brought to her mind the image of a tiny little Doctor playing with radioactive blocks.'

"It's safe for you to come out," he told them. "I've absorbed it all. All I need to do is expel it." He began bouncing on the spot. "If I concentrate I can shake the radiation out of my body and into one spot. It's in my left shoe. Here we go, here we go, easy does it..." The girls just stared at him as he bounced madly around the room. Suddenly he began kicking his foot out like he had a crab in his shoe. "Out, out, out, out, out. Out, out, ah, ah, ah, ah. Itches, itches, itches, itches! Ah - hold on." Then he pulled the shoe off and tossed it in the bin. "Done," he stated.

Rose was on the brink of incredulous laughter, her eyebrows raised high. Martha however was looking at him as if he were insane.

"You're completely mad," she told him.

"You're right," he said seriously. "I look daft with one shoe!" with that he took his other shoe off and chucked it in the bin too. "Barefoot on the moon!" He said cheerfully, wiggling his toes.

"Farewell, ever faithful converse," Rose sighed playfully. Martha shook her head in disbelief at the two of them. She made her way over to the leather man.

"So what is that thing?" she asked. "And where's it from? The planet Zovirax?"

"It's just a Slab," The Doctor replied, going to the radiation machine. "They're called 'Slabs'. Basic slave drones, see? Solid leather, all the way through. Someone has got one hell of a fetish." This last part made Rose snort in amusement.

"It came with that woman, Mrs. Finnegan. It was working for her. Just like a servant."

While Martha was talking the Doctor attempted to remove his sonic-screwdriver from the radiation machine. Finally succeeding her looked at it in horror.

"My sonic-screwdriver!" he said sadly.

"Oh no!" Rose gasped going over and looking at it. it was all burnt and twisted, the blue crystal cracked.

"She was one of the patients, but-" Martha tried to tell them, but they were too distracted by the sonic.

"Burnt out my sonic-screwdriver!" he said as if he couldn't quite believe it. Smiling sympathetically, Rose put her hand on his shoulder.

"She had a straw like some kind of vampire." Still no one listened.

"I love my sonic-screwdriver!" he cried sadly.

"Doctor!" Martha said in annoyance. Quickly he turned around, tossing the broken sonic over his shoulder like a piece of junk.

"Sorry," he said, then he smiled as he noticed something. "You called me 'Doctor'."

"Anyway…" Martha said now she finally had their attention. "Miss Finnegan is the alien. She was drinking Mr. Stoker's blood!"

"Funny time to take a snack," he mused. "You'd think she'd be hiding. Unless...no. Yes, that's it, wait a minute. Yes! Shape-changer. Internal shape-changer. She wasn't drinking blood, she was assimilating it. If she can assimilate Mr Stoker's blood, mimic the biology, she can register as human. We've got to find her and show the Judoon. Come on!"

With that they turned and ran out the door.

"Doctor?" Rose asked as they walked quickly and sneakily through the halls. "The scans…" she hesitated with telling him straight out and decided on another way about it. "I've been travelling with you for years now. Would the TARDIS… or you have affected me in any way? What would I scan as?"

"Don't worry Rose, you'll be fine," he told her. "The TARDIS wouldn't do anything and the only way it would pick up any traces is if I passed on some DNA on to you. Like if I liked your hand… I don't know why I would lick your hand, but it would work. You're fine though. You'll scan as human."

He looked at her and only just finally seemed to notice she had changed her clothes around a bit.

"What's with the change of looks?" he asked. "Why aren't you wearing your jumpers?"

"What are you my mother," she laughed. "I was hot."

"You're shivering," he told her flatly, eyeing her.

"Excitement."

"And your hair?"

"It was getting in my way," she told him sounding slightly curt. It seemed as if he were suspecting something.

"Never stopped you before," he remarked.

"Doctor!" she hissed in alarm, seeing another Slab. Quickly they all darted behind a water cooler and froze.

Thankfully it strode right past them.

"That's the thing about Slabs. They always come in pairs," he said, their conversation forgotten.

"What about you?" Martha asked him.

"'What about me' what?" He asked confused.

"Haven't you got back-up?"

"Oi! He has me," Rose said offended.

"I mean alien. You must have another alien with you or something? I mean, didn't you say she was human?"

"Uh… humans!" he exclaimed. "We're stuck on the moon, running out of air with Judoon and a bloodsucking criminal. And you're asking personal questions! Come on." He got up, helped Rose to her feet and they started off again.

"I like that," Martha said sarcastically, following them. "'Humans'. I'm still not convinced you're an alien!"

Just then they stepped out of the corridor and came face to face with a Judoon. Before anyone could do anything, it pointed the scanner at the Doctor and turned it on.

"Non-human," it stated.

"Oh my god, you really are!" Martha cried, wide eyed and shocked.

"And again!" he said in exasperation. Taking Rose's hand, and grabbing Martha by the arm he pulled them away.

As they ran the Judoon shot after them. Thankfully – yet again – they missed. They bolted through a door and he locked it behind them, muttering something about the sonic-screwdriver.

Walking through the corridor they saw tired looking people slump to the ground. They were running out of air.

"They've done this floor," the Doctor said. "Come on. The Judoon are logical and just a little bit thick. They won't go back to check a floor they've checked already. If we're lucky."

Suddenly Martha, who was starting to breathe heavily - saw her friend holding an oxygen mask to a patients face and stopped.

"How much oxygen is there?" she asked crouching down by her.

"Not enough for all these people," her friend replied tiredly. "We're going to run out."

"How are you feeling?" The Doctor asked Martha. "You alright?" He knew Rose was okay. Some of the messes they got into had left them with not much air before. And he knew she had a slightly stronger endurance than a normal human now.

"I'm running on adrenaline," she told him.

"Welcome to my world," Rose grinned, but he did notice that her breathing was starting to get heavier too.

"What about the Judoon?" Rose asked.

"Ah, great big lung reserves, it won't slow them down. Where's Mr Stoker's office?" He directed this question to Martha.

"It's this way." She got up again and led them around the corner to the office. She hesitated a moment before stepping in. The Doctor moved quickly towards the body. Upon seeing it Rose covered her mouth in horror. No matter how many times she would see a dead body, she would never ever get used to it – no matter what kind of creature it was.

"She's gone!" Martha cried. "She was here."

The Doctor began to examine Mr Stoker's body.

"Drained him dry. Every last drop. I was right. She's a Plasmavore."

"What was she doing on Earth?" Rose asked him. In her experience, aliens being on earth weren't often a good thing.

"Hiding. On the run. Like Ronald Biggs in Rio de Janeiro. But what's she doing now? She's still not safe. The Judoon could execute us all. Come on." He and Rose made their way to the door.

"Wait a minute," Martha said, stopping them.

Silently, she knelt down next to Mr Stoker's body. Gently she passed her hand over his eyes, closing them so he seemed just a little more at peace. They then walked out as the Doctor started hitting the side of his head.

"Think, think, think," the Doctor said to himself. "If I was a Plasmavore surrounded by police, what would I do?" At that moment he looked up and noticed the sign to the MRI room. "Oh!" he groaned. "She's as clever as me… Almost."

Suddenly the doors at the end of the hall burst open and the Judoon marched through.

"Find the non-humans. Execute." The one in the lead ordered.

"Stay here," he told them pulling them to the side so they'd have a little more time before the Judoon reached them. "I need time. You're going to have to hold them up."

"How do I do that?" Rose asked him.

"Um…" he thought a second. "Oh, Rose! You're brilliant!" he cried. "Traces!" Then he leaned forward, taking her face in his hands, and kissed her.

It was soft and quick, but very passionate. And sadly, it was over before Rose could even react properly. She was left standing there, a look of shock still on her red face as she looked at him. He looked at the ground.

"That um…" he cleared his throat. "Like I said before. You'll scan non-human and they'll have to go to level two scanning."

"Um… Doctor," she said quietly. "I've – I've already been scanned."

"What? Where's your mark?" He asked, confused on why he didn't see one.

"I didn't get one," she said, her voice still far too quiet. "I scanned non-human."

"I'm sorry what?" He asked in a baffled voice.

"Doctor, time!" Martha reminded him urgently. She was starting to feel slightly light headed.

"Oh right, yes." He looked around and his eyes fell on Martha. He looked back at Rose, his expression somewhat apologetic. "Martha, forgive me for this. It's to save a thousand lives, it means nothing. Honestly, absolutely nothing," he said profusely.

Then he kissed her quickly, and much less passionately then he had Rose, before he ran off.

"Okay… so I get a warning, you don't, then," Martha muttered to Rose.

Almost too distracted by Martha's comment, Rose nearly forgot to run. But soon she was right outside the MRI room with the Doctor. Lights inside the room were flashing dangerously.

"Rose," he said turning to her. "You have to hide. Make sure the Judoon and the Plasmavore don't see you. And no matter what you hear, don't move, don't make a sound!"

"You're doing something dangerous," she said sounding worried.

"Incredibly. But don't worry, I'll be fine." He was tempted to lean forward and kiss her again, but this time he didn't have an excuse sadly. He could still feel the ghost of the last kiss lingering on his lips.

Rose shuffled back so she was hidden amongst some cupboards and he got up and entered the room. He saw an older woman behind the control panel tweaking buttons. The MRI was alive with electricity. He noticed that the woman already had a mark on her hand.

Right then. Time to go to shook himself into acting mode and stepped out where she would see him.

"Have you seen!" he cried in a dimwitted sounding voice."There are these things, these great big space rhino things! I mean rhinos from space! And we're on the moon! Great big space rhinos with guns on the moon! And I only came in for my bunions - look," he held up one of his bare feet to her. "All fixed now, perfectly good treatment, the nurses were lovely. I said to my wife: 'I'd recommend this place to anyone'. But then we end up on the moon. And did I mention the rhinos?"

Florence the Plasmavore walked up to him, a very annoyed look on her face.

"Hold him!" she commanded. A Slab came from nowhere and held his arms behind his back. Florence walked back over to the MRI, moving quickly and surely.

"That thing, that big machine thing,is it supposed to be making that noise?" he asked daftly.

"You wouldn't understand," Florence waved him off.

"Isn't that a magnetic resonance imaging thing? Like a ginormous sort of a magnet? I did magnets at GCSE. Well, I failed, but all the same."

"A magnet with its setting now increased to 50,000 Tesla." She said gleefully, looking into it.

"Oooh. That's a bit strong isn't it?" he asked in his concerned voice.

"I can send out a magnetic pulse that will fry the brain-stems of every living thing within 250,000 miles. Except me, safe in this room." She extended her arms, a innocent smile on her face,

"But... hold on, hold on, I did geography for GCSE, I did pass that one, doesn't that distance include Earth?" He rose and eyebrow.

"Only the side facing the moon," she said happily. "The other half will survive. Call it my little gift."

"I'm sorry, you'll have to forgive me, I'm a little out of my depth. I've spent the past fifteen years working as a postman, hence the bunions but...why would you do that?"

"With everyone dead, the Judoon ships will be mine, to make my escape," she told him. He always found it funny that when you acted really stupid or slow, people tended to tell you their whole plan.

'Hhmm. I'll have to try that someday. Just say, "tell me the whole plan!"' He thought off handedly.

"Now, that's weird. You're talking like you're some sort of an alien!" Is what he actually said out loud, sounding dubious.

"Quite so," she said.

"No!" he exclaimed, eyes wide.

"Oh, yes."

"You're joshing me!"

"I am not." She said sincerely with a grandmothers smile

"I'm talking to an alien, in a hospital?" he said as if it were the most extraordinary thing he'd ever done. "What, has the place got an ET department?"

"Oh, It's the perfect hiding place," she exclaimed. "Blood banks downstairs for a midnight feast. And all this equipment ready to arm myself with should the police come looking."

"So, those rhinos, they're looking for you?" He innocently questioned.

"Yes. But I'm hidden," she whispered holding up her marked hand.

"Oh. Right," he said thoughtfully. "Maybe that's why they're increasing their scans."

"They're doing what?" she said harshly.

"Big chief rhino boy, he said uh,: 'no sign of a non-human, we must increase our scans up to setting two'."

"Then I must assimilate again." She muttered franticly.

"What does that mean?"

"I must appear to be human," she told him walking around the room, slightly more panicked.

"Well, you're welcome to come home and meet the wife. She'd be honoured. We can have cake!"

"Why should I have cake? I've got my little straw," she said pulling it from her bag.

"That's nice. Milkshake? I like banana." He was starting to get a little nervous. He knew what was coming next, and he knew he wasn't going to like it one bit.

"You're quite the funny man," she told him. "And yet, I think, laughing on purpose at the darkness. I think it's time you found some peace. Steady him!"

Roughly the Slab held his head tight and bent him over so his neck was exposed.

"What are you doing?" he asked, sounding scared as Florence patted his neck.

"I'm afraid this is going to hurt," she said. "But if it's any consolation, the dead don't tend to remember."

Rose waited moments in dread as there was only silence in the room. She didn't know what was going on in there, but she had a pretty good idea. And she hated it. It took all she had not to run out there and help him. Whatever he was doing, he was doing it for a reason.

Soon there was a crash and the sound of Judoon entering. There was a thump that sounded like someone falling.

"Now see what you've done. This poor man just died of fright," Florence exclaimed.

"Scan him!" said a Judoon. "Confirmation: deceased."

"What? No!" Rose cried, running from her hiding place. Being careful not to let her face be seen by the Judoon, she ran over and knelt beside the Doctor's body.

"No, he can't be," Martha said from somewhere behind the Judoon. "Let me through, let me see him."

"Stop," the Judoon said, holding her back. "Case closed."

"But it was her!" Rose cried, pointing at Florence.

"It was her. She killed him, she murdered him," Martha backed her up.

"Judoon have no authority over human crime."

"But she's not human!" Mathra shouted.

"Oh, but I am. I've been catalogued." She said smugly, holding up her hand to show the mark.

"No! She's a Plasmavore," Rose cried. "She assimil- wait a minute. You drank his blood… The Doctor's blood. Martha!"

Clicking onto what she meant, Martha took the scanner from one of the Judoon and pointed it at Florence.

"Oh, I don't mind. Scan all you like," she almost taunted.

"Non-human," the Judoon stated.

"What?" Florence suddenly stopped, looking stunned

"Confirm analysis." Every single Judoon in the room pointed their scanner at Florence, bathing her in light blue light.

"Oh, but it's a mistake, surely. I'm human. I'm as human as they come." She said in an unconvincing tone.

"Confirmed: Plasmavore. I charge you with the crime of murdering the child princess of Padrivole Regency Nine." The lead Judoon stated.

"She deserved it!" Florence decided to completely changed her tune. "Those pink cheeks and those blond curls and that simpering voice. She was begging for the bite of a Plasmavore." She snarled.

Rose wasn't listening, she was brushing back stray strands of hair that were hanging limply across the Doctors forehead. She refused to believe he was dead. He was going to pop back up any second now. Or regenerate… even regenerating was better than him being dead!

"Do you confess?" the Judoon asked Florence.

"Confess? I'm proud of it! Slab - stop them!" The Slab moved forward as she went to the MRI machine, but the Judoon shot it and it disintegrated.

"Verdict: guilty. Sentence: execution."

Suddenly an alarm went off as Florence pushed some plugs together.

"Enjoy your victory, Judoon, because you're going to burn with me. Burn in hell!" she cried manically. But as she screamed at them the Judoon shot, and she disintegrated. Martha joined Rose beside the Doctor.

"Case closed."

"What did she mean, 'burn with me'? The scanner shouldn't be doing that. She's done something," Martha said.

"She's increased the magnet or something," Rose said. "It's going to kill everyone here and half of Earth!"

"Do something," Martha begged the Judoon. "Please, stop it!"

"Our jurisdiction has ended," the chief Judoon told her. "Judoon will evacuate."

"What? You can't just leave it!" Martha cried.

"All units withdraw." And with that all the Judoon left, not looking back.

"You can't go!" Martha shouted at them, running out the door. "That thing's going to explode and it's your fault!" But the Judoon were already gone. She rushed back inside to the Doctor.

"I have to stop it!" Rose gasped, her breathing much too heavy. She ran to the computer and started fiddling around looking for a way to stop it. But she was getting weaker by the second.

Martha began CPR on the Doctor, pumping his chest and then breathing into his mouth

"Two hearts!" Rose reminded her when she noticed she was only doing one side. Martha began doing both sides, then with the last of her air, she breathed into his lungs. Then she slumped to the floor unconscious.

Beside her the Doctor gasped, eyes snapping open. And sat up coughing. Weakly he got up and looked over at Rose who was slowly sliding to the floor.

"The scanner…" she gasped, pointing. Staggering he made his way over to her. He looked at the computer and reached into his pocket for his sonic, groaning when he remembered he didn't have it anymore. So he moved over to where all the cords were and after a moment of thought, unplugged the red coils. The MRI powered down.

He shuffled over, back towards Rose and took her hand. They sat limply side by side, Rose's head fell on his shoulder. She was only semiconscious. A moment later, though there was next to no air,he gained back a little of his strength.

"Stay there, I'll be back," he whispered to Rose and kissed her head.

Placing her gently on the ground he went over to Martha, picked her up and carried her into the next room. He lay her down on the bed before he ran back and scooped Rose up in his arms. It was harder than it should have been with the air now completely gone. If they didn't get back now people would start dying in a few seconds.

With Rose's arms still draped loosely around his shoulder, her head against his chest. He held her close and stood by the window.

"Come on, come on, come on," he muttered. "Come on, Judoon, reverse it." Just as the Judoon ships blasted off, the H2O scoop began and it started to rain. "It's raining, Rose," he grinned happily. "It's raining on the moon."

There was a bright flash, and the moon was gone.

Later, outside the hospital The doctor was sitting with Rose in the back of an ambulance, watching her on the bed as she breathed in and out gently into the an oxygen mask.

Rose sat up with a gasp, the sound muffled by the mask covering her mouth and feeling slightly dizzy as she took it off.

"Hello there," the Doctor grinned, seeing she was awake.

"We made it back then?" she said weakly. "What happened?"

"Aw, just unplugged the MRI and we were sent back to earth just seconds before people suffocated. You know, the usual." Rose smiled and feeling light headed again, put the mask back up to her mouth for a moment.

"What about Martha?" she said.

"She's safe. I made sure."

"She saved your life, and she handled all that so well… You know what? I think we should give her a little trip to say thank you." The Doctor raised an eyebrow. "What? She's already been to the moon; I don't think she'll find it difficult to believe much else is impossible."

"Well," he mused. "She did save my life. And you two looked to be getting along. Aww, why not?" He shrugged.

Later that night the TARDIS was parked just around the corner from where Martha's family's party was.

"Now… just… stay here," he told Rose. "Please, for the love of Gallifrey, don't wonder off!"

"Would it make you feel better if I handcuffed myself to the TARDIS?" she laughed.

"Well, it is a police box. I'm sure there's some handcuffs somewhere," he grinned cheekily.

"I won't go anywhere. Now, you go get Martha." She laughed, giving him a push.

Still smiling, he walked down to the corner to see a rather funny sight. One by one members of Martha's family piled out the door yelling at each other and particularly at blonde girl who seemed to be dating Martha's father. He watched as the father ran after the blonde, and her brother after the father. The mother went the other way, followed by Martha's sister. Leaving Martha stuck in the middle, standing on the side of the path.

But upon seeing him as she looked up, she smiled. He smiled back and gestured her to follow. He ran back to the TARDIS where he leaned against the door. Rose turned and leaned so she half against the door and half against him. He tried not to wish that she were leaning closer to him, and he tried not to think too much about that kiss. Unsuccessfully.

Together they watched as Martha ran around the corner and spot them both, Still smiling.

"I went to the moon today," she said.

"It's a bit more peaceful than down here," he replied.

"You never even told me who you are."

"The Doctor."

"Rose Tyler."

"But what sort of species? It's not every day I get to ask that," she said walking closer.

"I'm just a normal… ish human. Born and raised in London. Been travelling around with him for over two years." Rose replied, patting the doctor on the arm.

"And you Doctor?"

"I'm a Time Lord," he told her.

"Right! Not pompous at all, then." At this Rose burst out laughing. She had never really thought much about the name of his people. But it was so true.

"We just thought," he said, sounding slightly miffed by what Martha had said, and Rose's reactin to it, "since you saved my life and I've got a brand new sonic-screwdriver which needs road testing, you might fancy a trip."

"What, into space?" She asked.

"Yup," Rose grinned.

"I can't. I've got exams. I've got things to do. I have to go into town first thing and pay the rent, I've got my family going mad…" she said regretfully.

"If it helps," he said. "I can travel in time as well."

"Get out of here," she cried.

"He can," Rose said.

"Come on now, that's going too far." She said skeptically

"I'll prove it," he said, walking back into the TARDIS as Rose pushed herself off it and stood beside Martha

A few seconds later, the TARDIS dematerialized before them. In disbelief, Martha walked forward to where it had been, her hand outstretched in the air.

"Incredible, right?" Rose laughed. "You know, when I first started travelling with him, we went to visit my mum. I was only meant to have been gone twelve hours… turned out to be twelve months. Mum had gone mad with worry." The noise of the TARDIS began to sound and Rose pulled her back a little as it started flickering into existence.

The Doctor stepped out of the fully materialized TARDIS, his tie in his hands and a hug smile on his face.

"Told you!" he said happily

"I know, but... that was this morning! But - Did you... Oh, my God! You can travel in time!" Martha exclaimed, shocked. grinning, the Doctor put his tie back on. "But hold on, if you could see me this morning, why didn't you tell me not to go in to work?"

"Crossing into established events is strictly forbidden," he told her firmly. "Except for cheap party tricks." He added with a laugh in his voice.

"And we would have been completely lost with you up there," Rose added.

"And that's your spaceship?"

"It's called the TARDIS," he said proudly, patting the door.

"That's Time And Relative Dimension In Space," Rose clarified, seeing the confused look on Martha's face.

"Your spaceship's made of wood," Martha seemed to be laugh at them. "There's not much room. We'd be a bit squished."

"Take a look," he pushed the door open for her.

Martha walked in and he and Rose followed. They watched as all the different emotions flickered across her face. Rose knew how much he loved this part. She did too for that matter.

"Oh no, no, no, no…" she ran back outside and began looking around the sides. "But it's just a box. But it's huge. How does it do that? It's wood. It's like a box with that room just jammed in. It's bigger on the inside!"

"Is it?" he exclaimed sarcastically, having just mouthed the phrase everyone always said, at the same time as her. "I hadn't noticed." He closed the door and took off his coat, chucking it over one of the beams. "All right then, let's get going!"

"But is there a crew? Like a navigator and stuff? Where is everyone?" She couldn't seem to stop the questions.

"Just us," he smiled up at Rose.

"Sometimes we have others with us," she said. "We used to have a friend called Jack. God he hit on anything that moved! But yeah, just us."

"Okay, then. Close down the gravitic anomalizer. Fire up the helmic regulator. And finally - the hand brake," he said making his way around the console pulling levers. "Ready?"

"No," Martha replied.

"Off we go!" he pulled off the brake and the TARDIS jolted and shuddered. He fell onto the pilot chair, Rose falling on top of him.

"Blimey, it's a bit bumpy," Martha cried, holding onto the railing after she had stumbled back.

"She's always like this!" Rose laughed.

"Welcome aboard, Miss Jones," the Doctor grinned holding out his hand.

"It's my pleasure, Mr Smith," she smiled shaking it.

The three of them smiled at each other, wondering what kind of adventure they were stumbling into now.

**A/N: okay, yes I know what I said but I couldn't stop myself! Right now my minds running faster than the Doctors when he's on a sugar high and excited. Brainy specs, rambling-at-200-miles-an-hour, whole-earth-is-in-danger-of-being- wiped-out excited. Though my good friend lostsoldierS636 isn't entirely happy with me happy. He's a huge whovian as well and I'm supposed to be helping him write his crossover stories, but this is my first solo doctor who fanfic and I just can't stop myself or get into the right frame of mind to write the others with him. Good stuff though, take a look at his home page! And review his stories and mine.**


	9. The Shakespeare Code, The Man Himself

The Doctor, Rose and Martha clung to the console as they rattled about.

"But how do you travel in time? What makes it go?" Martha asked The Doctor curiously.

"Oh, let's take the fun and mystery out of everything. Martha, you don't wanna know. It just does. Hold on tight!" He called as he pulled another lever.

With another jerk they were thrown in all directions around the console room. But they had landed.

"Blimey! Do you have to pass a test to fly this thing?" said Martha.

"Yes, and I failed." He grumbled.

"I knew it!" Rose cried as the Doctor grabbed his coat from off the beam.

"Now, make the most of it," he told Martha. "I promised you one trip and one trip only. Outside this door..." he turned and looked at her rather dramatically. "Brave new world."

"Where are we?" she asked.

"Take a look," Rose told her. She still remembered the first time she stepped out of the TARDIS into a viewing platform, spread before her had been the Earth and a sun that was less than an hour away from expanding. And she remembered the first time she had stepped into the past. Wearing a beautiful dress from the 1700's, the soft Christmas snow beneath her feet.

"After you…" the Doctor gestured, opening the door.

With only a smile and a small hesitation she walked out the door into Elizabethan England. Rose and the Doctor followed her out.

"Oh, you are kidding me," she cried. "You are so kidding me. Oh, my God! We did it. We traveled in time. Where are we? No, sorry. I gotta get used to this whole new language. When are we?"

"Mind out!" the Doctor suddenly cried, pulling her back as someone dumped a bucket out the window. "Somewhere before the invention of the toilet. Sorry about that."

"I've seen worse. I've worked the late night shift at A&E." Rose linked her arm through the Doctors and they stated to walk away. "But are we safe?" Martha asked them suddenly. "I mean, can we move around and stuff?"

"Of course we can. Why do you ask?"

"It's like in the films. You step on a butterfly; you change the future of the human race."

"Well, tell you what then," he said. "Don't step on any butterflies. What have butterflies ever done to you?" he said sounding offended enough for the butterflies. Rose grinned at his typical reaction. They turned again and continued walking, Martha following behind them.

"What if… I don't know. What if I killed my grandfather?" she continued.

"Are you planning to?" Rose asked her, eye brow cocked.

"No."

"Well then…"

"And this is London?"

"I think so," the Doctor told her. "Round about, ooh – um… 1599."

"Oh, but hold on. Am I all right? I'm not gonna get carted off as a slave, am I?" Martha said worriedly.

"Why would they do that?" The Doctor asked, shocked.

"I'm not exactly white, in case you haven't noticed," she gestured to her skin.

"I'm not even human," he said. "Just walk about like you won the place. Works for me. Besides, you'd be surprised." They watched as a couple of dark woman walked out of a building chatting away like everyone else. "Elizabethan England, not so different from your time. Look over there." The pointed to a man shoveling manure. "You've got recycling… Water cooler moment." They looked at two men talking as they stood beside a water barrel.

"…And the world will be consumed by flame!" a man preached loudly.

"Global warming," he grinned. "Oh yes, and speaking of globes…. Entertainment! Popular entertainment for the masses. If I'm right, were just down the river by Southwark right next to…" he took Rose's hand again and they ran further down the street. As they rounded the corner a very familiar building came into view. "Oh yes!" he cried. "The Globe Theater! Brand new. Just opened. Though, strictly speaking, it's not a globe; it's a tetradecagon. 14 sides."

"I thought the Globe was over that way further," Rose pointed. "We went there on a school trip. I loved drama class, and Shakespeare was my favorite section!"

"Na, that's the cock fighting ring. One belief is that the Globe was modeled on it so all sides could see the stage. When archaeologists found the cock fighting ring they thought it was the Globe, built a replica over top. Didn't realize until later it was the wrong place. Anyway, this is the real deal, containing the man himself." He began swaying cutely side to side in excitement.

"Oh my god! You don't mean…? Shakespeare is in there?!" Rose cried in happy shock.

"Oh yes," he grinned.

"No way!" Martha exclaimed.

"Miss Tyler, Miss Jones, would you accompany me to the theater?" he said holding an arm out to each of them.

"Why Doctor, I would love to," Rose looped her arm through his.

"Yes, Mr Smith, I will," Martha said looping her arm through his other one.

"When you get home," He said to Martha as they made their way to the Globe, "you can tell everyone you've seen Shakespeare."

"Then I could get sectioned!" she said brightly. Rose laughed imagining that. She could just imagine if she had gone home after some of her adventures and telling people who wouldn't have believed her all the things that had happened. What would people have thought if she'd told them she'd been possessed by the last human?

* * *

"That's amazing! Just amazing," Martha cried as they applauded the end of the play. Up on stage the actors bowed. "It's worth putting up with the smell. And those are men dressed as women, yeah?"

"London never changes," the Doctor joked.

"It's too bad woman weren't allowed to act back here," Rose sighed.

"Oh no Rose," the Doctor grinned. "You cannot act in one of the plays."

"Where's Shakespeare?" Martha asked.

"Oh hell, yes," Rose cried. "I want to see Shakespeare."

"Author! Author!" Martha cried. A few people looked at her oddly and she faltered a second. "Do...do people say that? Do they shout 'author'?"

"Author!" a man not far from them suddenly shouted out. Another picked up the call and another. Soon they were all shouting it out.

"Well," the Doctor said looking around in amusement. "They do now."

Then out jumped an energetic man… the man. It was William Shakespeare. He bowed low and blew kisses to the audience, behaving very much like one of the actors. The audience went crazy as he came on stage, the cheers were almost deafening.

"He's much hotter than his portraits," Rose commented. The Doctor looked at her sharply, an odd look on his face. "What?" she asked. "He's much better looking than the ones where he's baled and wearing that weird ruffle thing."

"Genius," was all the Doctor said. "He's a genius,_the_ genius. The most human 'Human' that's ever been. Now we're going to hear him speak. Always, he chooses the best words. New beautiful, brilliant words!"

He grabbed Rose's hand in his and they grinned at each other excitedly. They reminded Martha of a couple of kid's who'd just been told they had won a free truck of sweets every month for a year.

Up on stage Shakespeare motioned for quiet, but there was still some noise from them.

"Ah, shut your big fat mouths!" he yelled at them jokingly. The crowed began to cheer again and laugh with him. Rose and the Doctor's faces fell.

"Ugh… Oh well," they sighed unhappily.

"You should never meet your heroes," Martha told them, laughing slightly.

"You have excellent taste! I'll give you that," Shakespeare called to them all. "Oh, that's a wig!" he cried pointing to a man up the front. "Now, I know what you're all saying. 'Loves Labour's Lost' - that's a funny ending, isn't it? It just stops! Will the boys get the girls? Well, don't get your hose in a tangle, you'll find out soon. Yeah, yeah. All in good time. You don't rush a genius." He took another flamboyant bow. One things for sure, he certainly wasn't modest. Suddenly her jerked back up, as if he were a puppet on a string, his eyes strangely blank. "When?" he said. "Tomorrow night."

There was cheering all around, but the actors looked at each other in confusion. "The premiere of my brand new play," he continued. "A sequel, no less, and I call it 'Love Labour's Won'!"

Everyone applauded more, including Martha. The Doctor just stood there looking very concerned. Rose looked up at him wearily, she knew, by that look and her knowledge of Shakespeare, that something was wrong.

"I'm not an expert," Martha said as the three of them walked out of the theater. "But I've never heard of 'Love Labour's Won'."

"Neither have I," Rose said. "It was never written."

"Exactly" the Doctor cried. "The lost play. It doesn't exist, only in rumors. It's mentioned in lists of his plays but never turns up. No one knows why."

"Oooh! Maybe we can find out!" Rose said excitedly.

"Do you have a mini-disk?" Martha asked. "We could tape it. We can flog it. Sell it when we get home and make a mint!" Both Rose and the Doctor looked at her sternly.

"No," he said firmly, stopping in his tracks, Rose doing the same.

"That would be bad?" She said slowly.

"Very," Rose told her. "Once we took this guy to the future. He wanted to reinvent the future technology now… well in 2012. Now he's got a door in his head that opens up to his brain when ever anyone clicks! …You know I kinda wanna go back there and keep clicking, just to annoy him!" The Doctor laughed at this. It had been pretty fun opening it constantly the first time. A rather perplexed looking Martha decided to revert them back to the conversation.

"So, how come it disappeared in the first place?"

"Scratch maybe, we have to find out!" Rose grinned.

"Well," the Doctor said hesitantly. "I was just going to give you a quick little trip in the TARDIS, but I suppose we could stay a bit longer."

Both girls squealed in excitement and he grinned.

* * *

"We're actually going to meet him in person!" Rose could help squealing in delight.

"Yes we are," the Doctor told her happily. "Hello!" he knocked on the door and they walked in. "Excuse me; I'm not interrupting, am I? Mr Shakespeare, isn't it?"

"Oh no, no, no, no," Shakespeare waved him off, not looking at them. "Who let you in? No autographs. No, you can't have yourself sketched with me. And please don't ask where I get my ideas from. Thanks for the interest. Now be a good boy and shove…" Then his eyes fell on the two girls behind the Doctor. "Hey, nonny, nonny!" he said flirtingly. "Sit right down here next to me ladies. You two, get to sewing on them costumes. Off you go," he said to the two men he had been talking with.

"Come on lads," said the lady of the house. "I think our William's found himself a couple of new muses." The men left and the three of them sat down at the table with Shakespeare. The Doctor didn't like that Shakespeare was flirting with Rose and moved a little closer to her.

"Sweet ladies," he said. "Such unusual clothes. So… fitted."

"Um, verily, forsooth, egads," Martha tried.

"No, no, don't do that, don't," the doctor told her quietly, shuddering. He held up the psychic paper to Shakespeare. "I'm Sir Doctor of TARDIS and these are my companions, Dame Rose Tyler of the Powell Estate, and Miss Martha Jones."

"Why don't I get a title?" Martha whispered sadly to Rose.

"Have you been knighted by Queen Elizabeth?"

"No…"

"Then there you go," Rose smiled.

"Interesting , that bit of paper," Shakespeare said. "It's blank."

A look of absolute delight crossed the Doctors face. "Oh, that's… very clever. That proves it. Absolute genius!" Martha peered at the paper.

"No, it says so right there. Sir Doctor, Dame Rose Tyler and Martha Jones. It says so."

"And I say it's blank," Shakespeare insisted.

"Psychic paper," the Doctor explained to her. "Some people can be trained against its effects. But true geniuses see nothing right off."

"How come you can see it then?" Rose said before wincing internally. His ego was big enough without that.

"Because I want to." He simply replied.

"Psychic?" Shakespeare interrupted them. "Never heard that before and words are my trade. Who are you exactly? More to the point, who is your delicious blackamoor lady?"

"What did you say?" Martha said in surprise.

"Whops. Isn't that a word we use nowadays? An Ethiop girl? A Swarth? A Queen of Afric?"

Rose began to giggle.

"I can't believe I'm hearing this," Martha almost laughed.

"It's political correctness gone mad," the Doctor said rubbing his eye. "Um, Martha and Rose are from a far off land. Freedonia."

"Excuse me! Hold hard a moment," a man bellowed, barging into the room. "This is abominable behavior. A new play with no warning? I demand to see a script, Mr Shakespeare. As Master of the Revels, every new script must be registered at my office and examined by me before it can be performed."

"Tomorrow morning, first thing, I'll send it round," Shakespeare said tiredly.

"I do not work to your schedule, you work to mine. The script, now!" He demanded, pounding his fist on the table.

"I can't."

"Then tomorrow's performance is cancelled!"

"It's all go around here, isn't it?" Martha muttered.

"I'm returning to my office for a banning order. If it's the last thing I do, 'Love's Labour's Won' will never be played!" And with that he stormed from the room.

"Well, that sounded ominous," Rose said. "No wonder your plays are so good, you've got a melodrama going on right in front of you! And seriously, Master of the Revels? What is he, your inspiration for Oberon?"

"Insane wench," the Doctor laughed nudging her playfully.

"Oi!" She protested.

"That which we call Rose by any other name…" he teased.

"Actually," Shakespeare said. "It's 'That which we call a rose…'"

"I know, I was just teasing her." The Doctor interrupted him.

"Well, then," Martha said. "Mystery solved. That's 'Loves Labour's Won' over and done with. Thought it might be something more, you know… more mysterious."

Suddenly from out side the window came a loud grunt and a woman's scream. In an instant, the Doctor, Rose, Martha and Shakespeare were out the door and running down the steps to the commotion. Outside, the Mater of the Revels – who Shakespeare had named as Lynley – was staggering about, coughing up copious amounts of water from nowhere.

"It's that Lynley bloke," Martha said.

"Oh my god, what's wrong with him," Rose exclaimed.

"Leave it to me, I'm a doctor," the Doctor said going over and supporting Lynley.

"So am I," Martha said going over too. "Near enough…"

Suddenly with one last watery gasp, Lynley groaned and collapsed to the ground. The Doctor went off, looking for something near by, Rose ran over to see if she could help. Martha bent over the body to see if there was a heartbeat.

"Got to get the heart going," she muttered. "Mr Lynley, c'mon, can you hear me? You're going to be alright." The Doctor and Rose came back over and she prepared to start mouth to mouth. But before she could, more water poured from his mouth.

"What the hell is that?" Rose asked fearfully.

"I've never seen a death like it. His lungs are full of water, he drowned and then… I dunno, like a blow to the heart. An invisible blow." He stood and turned to the Lady of the House. "Good mistress," he said to her. "This poor fellow has died from a sudden imbalance of the humours. A natural, if unfortunate demise. Call a constable and have him taken away."

"Yes, sir."

"I'll do it, Ma'am," the maid said.

"Why did you tell them that?" Martha asked the Doctor as the two ladies walked off.

"This lot sill have got one foot in the Dark Ages. If I tell them the truth, they'll panic and think it was witchcraft."

"What was it then?" Rose asked. The Doctor hesitated only a moment.

"Witchcraft."

* * *

"I've got you a room, Sir Doctor," Dolly Bailey, the Lady of the House told him. "You and your companions are just across the landing. I'm afraid it may be a tad small, but it's all we had left." The Doctor nodded his thank you, and she left the room.

"Poor Lynley," Shakespeare said. "So many strange events. Not least of all, this land of Freedonia, where a woman can be a doctor?" He asked Martha.

"Where a woman can do what she likes," Martha told him.

"Including acting," Rose put in. The Doctor rolled his eyes.

"And you, Sir Doctor. How can a man so young have eyes so old?"

"I do a lot of reading," he replied evasively.

"A trite reply, yeah? That's what I do." He turned back to Martha. "And you, you look at him like you're surprised he exists. He's as much of a puzzle to you as he is to me. And yet you Dame Tyler," he turned to her. "You look at him as if you trust him with more than just your life. You know him better than anyone, and yet you still don't know him entirely."

Rose shifted a little uncomfortably, not sure how she felt at being read so easily.

"I think we should say goodnight," Martha said quietly, then she left.

"I must to work," Shakespeare said turning to his desk. "I have a play to complete. But I'll get my answers tomorrow Doctor. And I'll discover more about you and why you insist on this constant performance of yours."

"All the world's a stage," the Doctor quoted as they went to the door.

"Hmm, I might use that," Shakespeare said. "Goodnight, Doctor."

"Nighty-night, Shakespeare." He and Rose made to leave.

"Oh, Rose?" Shakespeare stopped her. "May I whisper something in your ear a moment?"

Rose looked at the Doctor hesitantly, the Doctor looked at Shakespeare somewhat in concern.

"Worry not Sir Doctor," he laughed. "I only wish to talk to your friend."

"Okay I guess, I'll be waiting just outside the door."

"I'd expect no less." With a small hesitation and one small look at Rose, the Doctor walked out of the room and closed the door, leaving the two of them alone. "Now Rose, come here. Let me tell you something," Shakespeare said. Rose sat down on the chair next to him and he leaved over the table towards her a little. "This is a sonnet I composed a few years back:

**(A/N: borrowed this idea from Krazy, and the translation)**

Let me not to the marriage of true minds

Admit impediments. Love is not love

Which alters when it alteration finds,

Or bends with the remover to remove.

O no, it is and ever-fixèd mark

That looks on tempests and is never shaken;

It is the star to every wand'ring bark,

Whose worth's unknown, although his height be taken.

Love's not Time's fool, though rosy lips and cheeks

Within his bending sickle's compass come:

Love alters not with brief hours and weeks,

But bears it out even to the edge of doom.

If this be error and upon me proved,

I never writ, nor no man ever loved.

- That is what I see… Only stronger."

"Only stronger? What does that mean? Who are you talking about?" she asked. Shakespeare only laughed.

"You should try not pretending to be blind. I know you can see it, you just don't want to."

With a nervous smile, Rose stood and made her way to the door again.

"Thank you," she said softly. "Goodnight, dear wordsmith."

"Dream sweetly, Rose."

* * *

"It's not exactly five-star, is it?" Martha said to the two of them as they walked in.

"Oh, it'll do. We've seen worse," the Doctor said. Rose shuddered trying not to remember the room they had stayed in on Drastnor.

"I haven't even got a toothbrush," Martha said.

"Ooh, um…" He patted his pockets and pulled one out. "Contains Venusian spearmint," he said.

"So who's going where?" Martha asked taking it from him. "There's only one bed."

"You can have it," Rose told her. "As he said, we've seen worse."

"Here, at least take this." She pulled the blankets off the bed and handed them to her. It's better than the ground at least." Rose smiled at her and began to spread them out. The Doctor had already seated himself on the ground. Rose looked over at him and frowned.

"Don't be ridiculous," she told him as she lay down. "Come over here, we can share. Remember what happened last time you slept on solid ground?"

"I'm fine Rose," he smiled. He watched as she tried to get comfortable, but he knew that she liked a pillow. "Oh alright," he said moving over onto the blanket with her. "Tell you what, come here." He opened his arms and she moved into them. Glad to have something to rest her head on.

Martha just smiled knowingly at the two of them. Were they really that blind, or just denying it? Maybe both?

"So, magic and stuff," she said sitting at the end of the bed. "That's a surprise. It's a little bit 'Harry Potter'."

"Oh! Wait till you read book seven," the Doctor told her. "I she," he gestured to Rose, "locked herself in the library for two days with a box of tissues."

"It only took two days to read?" Martha asked, surprised and a little disappointed it could be read so fast.

"I couldn't put it down," Rose smiled.

"But… is it real though? I mean – witches, black magic and all that, it's real?"

"'Course it isn't!" he scoffed.

"Well, how am I supposed to know? I've only just started believing in time travel. Give me a break." Martha said defensively.

Rose smiled at her. She remembered the feeling. Though, if anything, she was willing to accept things a little easier than Martha was.

"Looks like witchcraft, but it isn't," the Doctor said to himself more than anyone else. "There's such a thing as psychic energy but a human couldn't channel it like that. Not without a generator the size of Taunton and I think we'd have spotted that."

"Oh please," Rose laughed. "You couldn't even see the London Eye!"

"No, Rose," he said looking at her. Their faces were inches apart. "There's something I'm missing. Something really close, staring me right in the face and I can't see it."

"Maybe it's some sort of alien that looks like a witch and… I don't know, can do magic?" she suggested. The Doctor smiled at her.

"It could be. Rose Tyler, you always say the exact right thing." She returned his smile. "You know, I never knew you liked acting. You should show me sometime, I bet you're brilliant."

"Just don't ask me to do a Scottish accent," she laughed. But soon the smile faded from her face as she thought.

Yes, she was very good at acting. So good that the Doctor didn't realize she was acting right now. That she'd been acting for a while now. Acting that to her, he was only a friend. Acting that there was nothing wrong with her. She'd done well distracting him away from the Bad Wolf and the 'non-human' thing. But inside it scared her.

"Doctor…" she said. "One of Shakespeare's sonnets. Could you translate it into English for me?"

"How does it go?"

"Uh… Let me not to the marriage of true minds admit impediments…"

"Love is not love that alters when it alteration finds?" he continued for her. She nodded."Let's see... in English, it's...Let me not to the marriage of true minds admit impediments. Love is not love-"

Rose hit him playfully when he just started quoting it normally and he grinned cheekily at her.

"Modern English!" she told him.

"I thought you knew all about his works," the Doctor teased.

"His plays, yeah. I never really much got into the sonnets." Rose shrugged.

"Right, well then. It more or less means: I hope I never find a reason why minds that truly love each other shouldn't be together.

It's not really love if it changes when you see the beloved change and it doesn't disappear if the beloved leaves.

Love is a constant, unchanging light that shines on storms without wavering.

It's the star that guides every wandering boat. And like a star, its value is beyond measure, even though its height can be taken.

Love isn't manipulated by time, even though time has the power to destroy looks and youth.

Love can't be changed as time goes on. It's something that lasts for all of time, to the very end.

If this is wrong, and you can prove it. Then I never wrote, and no man has ever loved."

They were all silent for a second,processing the words and their meaning.

"… Yeah, I like that one. It's so true. Take it from someone who has seen love and billions of years of time." The Doctor said quietly.

"I like it," Martha said snuggling down. "It's beautiful and sounds really familiar. Anyway, night you two." She rolled over and blew out the candle.

"Night Martha," they replied snuggling down themselves.

* * *

Though the Doctor fell asleep long after Rose, he didn't know that his last waking thought was the exact same as hers. The both of them had been trying not to think about the situation they were in.

Because Rose and the Doctor fell asleep in each others arms..

**A/N: I'm really really having fun with this an apparently alot of people are too. in the last two days ivre gotten over 1300 views! i hope you keep it up, and review!**


	10. The Shakespeare Code, The power of words

Several hours later, they were suddenly woken by a piercing scream. Scrambling up, the three of them ran to where it had come from.

Shakespeare's room.

Shakespeare himself was unconscious at his desk, quill still in hand. Something had appeared to have jumped out the window behind him. And Dolly Bailey lay dead on the ground.

Martha and the Doctor kneeled down to examine the body while Rose rushed to the window in time to see a witch on a broom cackle madly as she flew away into the night sky.

"What? What was that?" Shakespeare said sleepily waking up. He sounded hung-over… or drugged.

"Hear heart gave out. She died of fright," the Doctor said in surprise.

"Doctor!" Rose cried in alarm at the sight of the witch.

"What did you see?" he asked as he and Martha joined her at the window. She turned to look at them wide eyes, and breathed two words.

"A witch."

* * *

"Oh, sweet Dolly Bailey. She sat out three bouts of the plague in this place. We all ran like ran like rats. But what could have scared her so? She had such enormous spirit." Shakespeare said sadly.

"'Rage, rage, against the dying of the light…" the Doctor said leaning heavily on his hand.

"I might use that."

"You can't," he replied. "It's someone else's."

"But the thing is," Martha said. "Lynley drowned on dry land, Dolly died of fright. And they were both connected to you."

"Are you accusing me?" Shakespeare said angrily.

"No, but Rose saw a witch. And you've written about witches."

"I have? When was that?" He asked, confused.

"No, no," Rose murmured into Martha's ear. "He hasn't, not yet."

"Peter Streete spoke of witches," Shakespeare commented, looking thoughtful.

"Who's Peter Streete?" Martha asked while the Doctor rubbed his chin. That name sounded familer.

"Our builder. He sketched the plans to the Globe."

"The architect," the Doctor said, realization dawning on him. "Hold on. The architect! The architect!" he banged his fist on the table in excitement making Martha jump. Rose was a little more used to his sudden outbursts. "The Globe! Come on!"

He rushed out the door, Rose close behind. Martha and Shakespeare looked at each other before following suit.

* * *

At the Globe Rose stood up on the stage, looking about in wonder. On the school trip,they hadn't been allowed on stage, and it was simply breathtaking. The Doctor stood in the pit below here where the groundlings stood and watched. He looked around that the walls and seating.

"The columns there, right? 14 sides. I've always wondered but I never asked... tell me, Will, why 14 sides?"

"It was the shape Peter Streete thought best, that's all. Said it carried the sound well."

"Why does that ring a bell? 14…" he muttered, scratching the side of his head.

"There are 14 lines in a sonnet," Rose said off the top of her head.

"So there is. Good point. Words and shapes following the same design." He began pacing around. "14 lines, 14 sides, 14 facets…Oh, my head. Tetradecagon... think, think, think! Words, letters, numbers, lines!"

"This is just a theater!" Shakespeare said.

"You're kidding me, yeah?" Rose exclaimed. "It's not just a theater. It's the theater. The greatest theater ever know. And a theater is a incredible source of magic!"

"Exactly Rose! You're brilliant!" the Doctor exclaimed. "You should know, Will. Standing on this stage, say the right words with the right emphasis at the right time… Oh, you can make men weep, or cry with joy,change them. You can change people's minds just with words in this place. And if you exaggerate that…"

"It's like your police box," Martha said. "Small wooden box with all that _power_ inside."

"Oh… Oh, Martha Jones, I like you," he grinned before frowning in thought. "Tell you what, though. Peter Streete would know. Can I talk to him?"

"You won't get an answer," Shakespeare said. "A month after finishing this place... lost his mind."

"Why? What happened?" Martha asked.

"Started raving about witches, hearing voices, babbling. His mind was addled."

"Where is he now?" the Doctor asked.

"Bedlam."

"What's Bedlam?" Rose asked.

"Bethlem Hospital. The madhouse." Shakespeare said with a shudder.

"We're going there," the Doctor said. "Right now. Come on." And he headed out the front. The other three jumped off the stage and followed.

"Wait!" Shakespeare called. "I'm coming with you. I want to witness this first hand."

As they passed two of the younger actors, Shakespeare stopped and handed them the play, reminding them to project.

"So, tell me of Freedonia," Shakespeare said as they walked. The Doctor walked a little ahead, holding Rose's hand. "Where women can be doctors, writers, actors…"

"This country's ruled by a woman," Martha pointed out.

"Ah, she's a royal. That's God's business. Though, you are a royal beauty."

"Whoa, Nelly!" Martha cried. "I know for a fact you've got a wife in the country."

"But Martha, this is town," he said sneakily. The Doctor came to a stop and turned him and Rose around.

"Come on," he said. "We can all have a good flirt later."

"Is that a promise, Doctor?" He looked between the two girls, then looked the Doctor up and down.

"Oh," the Doctor sighed, rubbing his brow. "57 academics just punched the air. Now move!"

"He just reminded me strongly of Jack then," Rose said to him quietly as they ran.

* * *

Bethlem hospital was a terrible place. It had a cold hard exterior and a fifthly inside. As they walked through the halls, men and woman,all insane and screaming, clung to the bars. Their mad eyes begging for help. The stench was foul.

The Doctor held Rose's hand tightly as a jailor led them to Peter Streete.

"Does my lord, Doctor, wish some entertainment while he waits? I'd whip these madmen. They'll put on a good show for ya. Bandog and Bedlam!"

"No I don't!" the Doctor said appalled. By the look on Rose's face, if it weren't for the fact he were holding a whip, she would have slapped him. More then once.

"Wait here, my lords, while I make him decent for the ladies," the Jailor stopped them. Then he walked off, leaving them amongst the lonely screaming insanity.

"So this is what you call a hospital, yeah? Where the patients are whipped to entertain the gentry? And you put your friend in here?" Martha said disgustedly.

"Oh, and it's all so different in Freedonia," Shakespeare said sarcastically.

"But you're clever!" Rose cried. "Do you honestly think this place is any good?" She gestured at the inmates and their misery.

"I've been mad. I've lost my mind. Fear of this place set me right again. It serves its purpose." Will said quietly.

"Mad in what way?" Martha asked. Suddenly Rose realized and her face softened.

"He lost his son," she said quietly.

"My only boy. The Black Death took him. I wasn't even there." He said mournfully.

"I didn't know. I'm sorry…" Martha said.

"It made me question everything. The futility of this fleeting existence. To be or not to be… Oh, that's quite good."

"You should write that down," the Doctor smiled.

"Hmm, maybe not. A bit pretentious?" He said doubtfully.

"This way, My Lords," the Jailor called from the end of the hall. Together they made their way to the cell, which the Jailor unlocked for them. "They can be dangerous, my Lord," he warned. "Don't know their own strength."

"I think it helps if you don't whip them! Now get out!" the Doctor shouted. Somewhat sheepishly the Jailor left, closing the cell bars behind him. "Peter?" The Doctor said softly, walking towards a cowering man who was sitting on the bed, his back to them. "Peter Streete?"

"He's the same as he was," Shakespeare said. "You'll get nothing out of him."

"Peter?" the Doctor placed a hand on Peter's shoulder and suddenly his head snapped up to look at him with wild, glassy eyes. The Doctor placed his fingertips on Peter's temples and began to speak soothingly. "Peter, I'm the Doctor. Go into the past, one year ago. Let your mind go back, back to when everything was fine and shining. Everything that happened in this year since happened to somebody else. It was just a story. A winter's tale. Let go. Listen. That's it, just let go." Slowly Peter relaxed a little and lay down. "Now Peter, tell me the story."

Peter nodded slowly before he started speaking in a quick voice.

"Witches spoke to Peter. In the night, they whispered. Got Peter to build the Globe to their design. THEIR design! The 14 walls, always 14. When the work was done," he laughed manically. "They snapped poor Peter's wits."

"Well, where did Peter see the witches? Where in the city?" The Doctor crouched down beside the frantic, scared madman. "Peter, tell me. You've got to tell me. Where were they?"

"All Hallows Street," Peter said in a moment of clarity.

Suddenly, a gruesome figure appeared behind the Doctor. She looked like a stereotypical witch, a hooked nose with warts on it, wiry hair, and long curled fingers.

"Too many words," she rasped, making the Doctor turn round in surprise and jumped backwards towards the others. It was a witch all right, but this one was uglier and older than the one Rose had seen, but creepy none the less.

"What the hell?" Martha cried in surprise.

"Oh my god!" Rose said taking a step back.

"Just one touch of the heart…" she said, stretching out her hand. She pressed it to Peter's chest.

"No!" cried the Doctor and Rose at the same time.

Peter screamed in agony… and then was still, his eyes now blank and his arms limp.

"Witch! I'm seeing a witch!" Shakespeare said in disbelief.

"Now, who would be next?" the witch said. "Just one touch. Oh, I'll stop your frantic hearts. Poor, fragile mortals."

Martha ran to the door, fining it shut she began rattling the bars.

"Let us out! Let us out!" she cried.

"That's not gonna work, the Doctor told her. "The whole building's shouting that."

"Who will die first, hmm?" The witch asked, looking at them while Rose pressed her back to the door with Martha.

"Well, if you're looking for volunteers…" he said stepping forward.

"No! Don't!" Rose cried.

"Doctor, can you stop her?" Shakespeare said worriedly.

"No mortal has power over me," the witch sneered.

"Oh, but there's a power in words. If I can find the right one — if I can just know you..." He muttered.

"None on Earth has knowledge of us." The creature sneered

"Then it's a good thing I'm here, he said distractedly. "Now think, think, think... Humanoid female, uses shapes and words to channel energy... ah, 14! That's it! 14! The 14 stars of the Rexel planetary configuration! Creature, I name you Carrionite!" He declared firmly, pointing at her.

Shrieking, the witch disappeared. The four of them were left staring silently at the empty space.

"What did you do?" Rose asked.

"I named her," he said. "Power of a name, that's old magic."

"But there's no such thing as magic," Martha said.

"Well, it's just a different sort of science," he explained. "You lot, you chose mathematics. Given the right string of numbers, the right equation, you can split the atom. Carrionites used words instead."

"Used them for what?" Shakespeare demanded.

"The end of the world," came his quiet reply, turning to them and suddenly the loud building seemed to fall silent.

* * *

The Doctor, Rose, Martha and Shakespeare sat in Shakespeare's room. Rose had recovered from the shock and was back to her normal perky self. In fact, she was doing better than anyone else. Martha was standing there with her arms crossed, looking worried. Shakespeare was so freaked out that he was splashing his face with water. The Doctor paced around the room as he explained.

"The Carrionites disappeared way back at the dawn of the universe. Nobody was sure if they were real or legend."

"Well, I'm going for real!" Shakespeare said moodily. "Witches!"

"Yip. Double, double, toil and trouble and all. So, what do they actually want?" Rose asked. In her experience: Aliens plus Earth equaled bad.

"A new empire on Earth. A world of bones and blood and witchcraft."

"But how?" Martha asked fearfully.

"I'm looking at the man with the words," the Doctor said looking pointedly at Shakespeare. He suddenly seemed to realize everyone was looking at him.

"Me?" he exclaimed. "But I've done nothing."

"Wait a minute," Rose said. "What were you doing last night, when that Carrionite was in the room?"

"Finishing the play." Three heads looked up at him sharply.

"What happens on the last page?" the Doctor asked.

"The boys get the girls. They have a bit of a dance. It's all as funny and thought provoking as usual...Except," he said looking up uncertainly, "those last few lines. Funny thing is... I don't actually remember writing them."

"That's it!" The Doctor exclaimed, going over to him. "They used you. They gave you the final words. Like a spell, like a code. 'Love's Labours Won', it's a weapon! The right combination of words, spoken at the right place with the shape of the Globe as an energy converter! The play's the thing! And yes, you can have that."

Soon the four of them were leaning over a amp, looking for All Hallows Street. Rose tried not to laugh at how stereotypical it sounded. Witches living in All Hallows Street! It was like meeting a guy called Elmo who lived on Sesame Street!

"All Hallows Street," the Doctor said, pointing it out. "Rose, Martha, we'll track them down. Will, you get to the Globe. What ever you do, stop that play!"

"I'll do it," he said, holding out his hand to shake the Doctors. "All these years I've been the cleverest man around. Next to you, I know nothing."

"Don't complain!" Martha said.

"I'm not!" Shakespeare laughed. "It's marvelous. Good luck, Doctor."

"Good luck, Shakespeare," he replied. "Once more unto the breach!" he cried as they ran out the door.

"I like that," Shakespeare said. "Wait a minute… that's one of mine!" He shouted after the Doctor.

"Oh, just shift," the Doctor called back to him.

* * *

The Doctor, Rose and Martha walked the streets until they came upon the right one.

"All Hallows Street," the Doctor stated. "But which house?"

"The thing is, though... am I missing something here?" Martha said. "The world didn't end in 1599. It just didn't. Look at me, I'm living proof."

"History can be rewritten," Rose told her. "It's not pretty." She shuddered.

"How to explain the mechanics of the infinite temporal flux?" the Doctor pondered. "I know! 'Back to the Future'! It's like 'Back to the Future'!"

**(A/N: anyone who hasn't seen this movie, you have to see it. If you don't, you have no soul.)**

"The film?" Martha said in disbelief.

They both stopped to look at her with raised eyebrows. Even Rose had seen the movie and quite frankly liked it.

"No, the novelization," The Doctor said sarcastically. "Yes, the film. Marty McFly goes back and changes history..."

"And he starts fading away…" a look of realization spread across her face. "Oh my god, am I going to fade away?"

"Better than having Reapers clean up," Rose muttered, remembering that hellish fiasco that occurred when she had saved her dad.

"Yes," the Doctor replied to Martha. "You and the entire future of the human race. It ends right now in 1599 if we don't stop it. But which house?"

Off to the side a door slowly creaked open by it's self. "Ah, make that witch house," he joked.

The three of them made their way to the door. The Doctor and Martha made it through just fine, but when Rose tried to walk through it was like walking into a glass window face first. She stumbled back, clutching her forehead. The Doctor looked back at her in surprise.

"Rose?" he said sounding worried.

"I...I can't get through," she said,hitting against the barrier. The Doctor came back and pushed against the barrier. But he was stuck on that side.

"It's a two way barrier, we're trapped in, you're trapped out. Oh, I am not liking this," he said.

"It's okay," Rose tried to reassure him and picked up a broken plank of wood from the ground. "No stupid witch is going to get close enough to put a spell on me," she smiled at him.

He smiled weakly back at her and just looked at her a moment. "Be careful," he said before continuing up the stairs.

"You too." She called.

* * *

The Doctor and Martha pushed across a dirty curtain and walked into a filthy room. Herbs were hung, drying from racks and a caldron bubbled in the middle of the room. Behind it stood a woman in long black dress. It was Lilith, the inn maid.

"I take it we're expected," The Doctor said.

"Oh, I think death has been waiting a very long time for you," Lilith said gleeful, obviously happy at thought of taking blood.

"Right then," Martha said stepping for ward and pointing at the witch. "It's my turn. I know how to do this. I name thee, Carrionite!" Lilith gasped mockingly, but remained unaffected. "What did I do wrong?" Martha asked sadly. "Was it the finger?"

"Power of the name only works once," she sneered, then pointed at Martha. "Observe. I gaze upon this bag of bones and now I name thee Martha Jones."

Martha collapsed, falling backwards. The Doctor caught her and lowered her gently to the ground.

"What have you done!?" he demanded.

"Only sleeping, alas," Lilith said looking at her finger as if there were something wrong or interesting about it. "Curious, the name has less impact. She's somehow out of her time. And as for you, Sir Doctor!" She cried, pointing at him, but he didn't even flinch.

"Fascinating… there is no name. Why would a man hide his title in such despair?" She asked curiously. Then for a second, her eyes flicked towards the door. "Oh, but look," she smiled evilly. "There's still one word with the power that aches."

"The naming wont work on me," he told her firmly, making sure Martha was OK before laying her gently on the ground again.

"Ah, but now there's only one way to wake her from her fitful doze,Run now and save your beloved… Rose."

"Oh, big mistake!" the Doctor cried standing up and running so he was not far from the Carrionites. "Because that name keeps me fighting! She give's me strength and you are going to regret trying to bring her into this. Oh, and that wouldn't have done anything either," he told her. "Because naming has limits, and My guess is that the limit is inside this building. And since Rose is stuck outside because of your oh so cleaver barricade to trap us in. The Carrionites vanished! Where did you go?" He demanded.

"The Eternals found the right word to banish us into deep darkness," Lilith replied, a smile still on her face.

"And how did you escape?"

"New words. New glittering words from a mind like no other." She replied, her eyes bright.

"Shakespeare." He realized.

"His son perished. The grief of a genius. Grief without measure. Madness enough to allow us entrance." She said with relish.

"How many of you?" he asked.

"Just the three," she said. "But the play tonight shall restore the rest. Then the human race will be purged as pestilence. And from this world we will lead the universe back to the old ways of blood and magic." He walked up to her so they were standing face to face.

"Hmm, busy schedule," he said in his usual unfazed manor. "But first, you've got to get past me."

"Oh, that should be a pleasure considering my enemy has such a handsome shape," she said seductively running her fingers along his face and caressing his hair.

"Now, that's one form of magic that's defiantly not going to work on me," he nearly laughed.

"Oh, we'll see," she said slyly. Then she yanked a lock of his hair, ripping it out. Then she backed away, holding it before her.

The Doctor's hand flew to his head and he rubbed the sore spot. "What did you do?" he cried.

"Souvenir." She said smugly.

"Well, give it back!" He tried to reach for her, but she spread her arms and she flew backwards out the window that had just opened itself. She floated in front of the window, just out of his reach. "Well, that's just cheating," he said.

"Behold, Doctor," Lilith said. "Men to Carrionites are nothing but puppets." She pulled a doll from her pocket and began wrapping his hair around it.

"Now, you might call that magic," the Doctor said. "But I'd call that a DNA replication module."

"What use is your science now?" Lilith scoffed. She stabbed the doll through the heart with a needle.

And the Doctor fell to the ground after clutching his heart.

* * *

Martha woke from what ever the witch had done to her, in time to see her stab a doll and the Doctor all seemingly lifeless to the ground. Cackling the witch flew away.

"Oh my god! Doctor!" She cried rushing over to him "Don't worry, I've got you." She lolled him over and checked for a heart beat. There was one very strong beat... but only one,on the other side. "Hold on, mister. Two hearts!"

"You're making a habit of this," he murmured before trying to get up. But he fell to the ground again crying out in pain. Martha supported him so he didn't fall all the way. "I've only got one heart working," he said. "How do you people cope? I've got to get the other one started. Hit me! Hit me on the chest!" She did after clenching her hands together. "Ahh! Other side!" She hit him again, but on the other side this time. "On the back! On the back!" She leaned him forwards and hit him on the back. "Left a bit!" She hit him yet again. "Ahh, lovely," he said, straightening up. "Ba-da Boom!"

It was then that Martha noticed something. It had been hard to see because the curtain was blocking the door way. But there, just poking out the bottom, was a hand.

"Doctor!" She cried in alarm rushing out the door to help them. She gasped when she saw that the person lying on the floor was Rose.

"Rose!" the Doctor cried as he pushed the curtain aside. They both knelt beside her in a flash, turning her over, her eyes closed. "Oh no, no, no, no, no."

"She's breathing," Martha said, seeing the rise and fall of her chest.

"Of course she is, she's only sleeping," the Doctor said quickly. "They must have let down the barrier in time for her to walk in when she named her. A distraction just in case Lilith couldn't kill me." He brushed a stray strand of Rose's hair off her face.

"If she's meant to be a distraction and she's only sleeping, can't we leave her somewhere safe and go stop them?" Martha asked. The Doctor glared at her.

"No!" he said sharply. "I'm not leaving without her."

"Alright then," she soothed, holding her hands up. "Well, what did she say? What put her under?"

"Umm… 'Only one way to wake her from her fitful doze, run now and save your beloved Rose'." He rambled off.

"Okay, so she's asleep, only one thing can wake her, and by the sounds of it, you're the only one who can do it… I got it!" she cried. "A kiss!"

"I'm sorry what?" he looked at her, shocked.

"A kiss… Oh come on Doctor. Think about it. This whole thing is stereotypically witchy. And we all know how much witched love curses that can be broken with a kiss."

"Martha, this isn't a fairytale," he said.

"Her heartbeat's getting weaker by the minute," she said, now starting to worry. "Look, it's worth a try. It might save her life. And it's not like you haven't kissed her before!"

"True," he admitted. "Not the first time I've kissed her to save her life either. Sucked the time vortex out of her, she doesn't remember though."

"Quit stalling and bloody kiss her!" Martha cried.

Sighing the Doctor gently picked Rose up, supporting her head. And hesitantly, he kissed her. It was just a small one, soft and sweet. Then he waited.

* * *

Rose had been leaning against the barrier like it was a wall. It was kinda fun. She almost felt like a mime. But then suddenly it collapsed beneath her and she fell through the doorway. Slowly and quietly she had crept up the stairs to see what was happening. As she got closer to the door she could hear the Doctor and the witch speaking. The only thing she had made out clearly was her name.

The she had collapsed to the ground. It had been as if her body had fallen asleep, it was all limp and floppy, her eyes were closed. But she was still fully conscious. It was as if she was paralyzed , her body was too heavy to move even a finger.

But she could hear everything that was going on. When she heard the Doctor say that her name kept him fighting, she would have smiled if she could.

She was surprised to hear that the barricade had all been planned. But not as shocked as she was to hear that he had kissed her to take the time vortex out of her. She didn't remember that.

When he kissed her, warmth spread through her, reaching through to her toes. She didn't know whether that was the magic or the fact that he'd kissed her. But soon she began to feel the control of her body come back to her.

Her eyes fluttered open and she looked straight back into his.

"Hello," she said softly. "What did I miss?"

"Ha ha! Yes!" he cried helping her up. "I swear Rose Tyler; you are the most jeopardy friendly companion I've ever had!" he pulled her into a hug. After helping her to her feet, they then ran down the stairs as fast as they could, her hand in his.

"How many companions has he had?" Martha said to Rose as they ran towards the Globe.

"He's 902…" Rose said. "I'd say too many."

* * *

When they ran around the corner to the Globe they stopped dead. Above the Globe raged an unnatural, fiery looking storm

"I told thee so!" Cried the preacher they had seen when they first arrived. "I told thee!"

"Don't look so happy about it, Mate," Rose muttered.

"Stage door!" the Doctor told them.

They ran into the door and burst in backstage to see Shakespeare sitting down, nursing his head.

"Stop the play!" the Doctor cried. "I think that was it. Yeah, I said 'stop the play'!"

"I hit my head," he said pathetically.

"Yeah, don't rub it, you'll go bald." A loud scream came from outside. "I think that's my cue!" he said happily, still holding Rose's hand they rushed out on stage. Martha gabbed Shakespeare's hand and followed.

Up in the galleries they saw the three witches, cackling their heads off. They were holding an orb which a red storm of lighting was tornado-ing out of. Then thousands of black cloaked figures began pouring from the orb. People cowered in fear.

"Come on Will!" the Doctor cried pulling him forward. "History needs you!"

"But what can I do?" he shouted.

"Reverse it!"

"How am I supposed to do that?" He asked incredulously.

"The shape of the Globe gives words power," the Doctor said. "But you're the Wordsmith. The one true genius. The only man clever enough to do it!"

"But what words? I have none ready!"

"You're William Shakespeare!" he cried incredulously.

"But these Carrionite phrases, they need such precision!"

"Trust yourself," he said. "When you're locked away in your room, the words just come, don't they? Like magic. Words of the right sound, the right shape, the right rhythm, words that last forever! That's what you do, Will! You choose perfect words. Do it. Improvise!"

Shakespeare looked at him a moment longer, then nodded firmly, then stepped forward on the stage.

"Close up this den of hateful, dire decay!" he shouted. "Decomposition of your witches' plot! You thieve my brains, consider me your toy. My doting Doctor tells me I am not! Foul Carrionite spectres, cease your show! Between the points…" he looked at the Doctor, not knowing what the co-ordinates were.

"Uh, 7-6-1-3-9-0!"

"7-6-1-3-9-0! And banished like a tinker's cuss, I say to thee…" What the hell could he say that rhymed with cuss?

"Expelliarmus!" Martha suggested. Hmm, it worked.

"Expelliarmus!" the Doctor confirmed.

"Expelliarmus!" Shakespeare cried.

"Good old J.K!" Rose cried happily.

The witches began screaming and were sucked back into the orb, a door blew open and a whirlwind of paper blew at them and were sucked into the orb too.

"Love's Labour's Won'. There it goes!" The Doctor cried.

Then the storm and the red swirling clouds disappeared. He audience breathed a sigh of relief, then ever so hesitantly they began to clap.

The perplexed cast bowed to them as the clapping swelled.

"They think it's special effects," Martha said in surprise.

"Your effect is special indeed," Shakespeare flirted.

"Not your best line." Rose said with a face

Smiling, Shakespeare took Rose and Martha's hand and they bowed too.

"I've always wanted to do this," Rose said in an excited whisper with a huge smile on her face.

* * *

The Doctor however ran off into the Galleries and picked up the crystal orb. Inside the three witches scratched and tried fruitlessly to get out. With a look down at the stage, he smiled seeing Rose enjoying herself. Then he took the orb back down.

The next morning the four of them were down at the globe again. Shakespeare was sitting on the stage telling jokes to Martha while Rose climbed excitedly to the balcony.

"Okay, okay," she said, then shook herself into character. "Act 2, Scene 2," she began.

"O Romeo, Romeo! Wherefore art thou Romeo?

Deny thy father and refuse thy name.

Or, if thou wilt not, be but sworn my love,

And I'll no longer be a Capulet.

'Tis but thy name that is my enemy.

Thou art thyself, though not a Montague.

What's Montague? It is nor hand, nor foot,

Nor arm, nor face, nor any other part

Belonging to a man. O, be some other name!

What's in a name? That which we call a rose

By any other word would smell as sweet.

So Romeo would, were he not Romeo called,

Retain that dear perfection which he owes

Without that title. Romeo, doff thy name,

And for that name, which is no part of thee

Take all myself."

"I take thee at thy word," the Doctor said, emerging from the prop store, his arms loaded.

"Call me but love, and I'll be new baptized.

Henceforth I never will be Romeo." Rose laughed and climbed back down.

"Good props store back there! I'm not sure about this though…" He held up some sort of animal scull. "Reminds me of a Sycorax!" He pointed it playfully at Rose.

"Sycorax. Nice word. I'll have that off you as well," Shakespeare said.

"I should be on 10%. How's your head?" He asked.

"Still aching." Shakespeare said,rubbing the spot again.

"Here, I got you this," he said taking a ruffle off his neck and sticking it around Shakespeare's. Rose tried hard not to laugh, it looked so right. "Neck brace. Wear that for a few days till it's better. Although, you might wanna keep it. It suits you."

"What about the play?" Rose asked.

"Gone. I looked all over. Every single copy of 'Love's Labour's Won' went up on the sky." The Doctor replied, looking up?

"My lost masterpiece," Will said mournfully.

"You could write it up again…" Martha suggested.

"Yeah, better not Will," the Doctor cut in. "There's still power in those words. Maybe it should best stay forgotten."

"Oh, but I've got new ideas. Perhaps it's time I wrote about fathers and sons. In memory of my boy. My precious Hamnet."

"Hamnet?" Martha said in surprise.

"That's him."

"Ham_net_?!"

"What's wrong with that?" He asked, confused

"Nothing," Rose said. "We just know someone pretty famous with a very similar name. It's not very common where we're from."

"Anyway," the Doctor said. "Time we were off. I've got a nice attic in the TARDIS where this lot," he held up the crystal orb, "can scream for all eternity. And I've got to take Martha… and ah, Rose, back to Freedonia."

"You mean travel in time and space," Shakespeare said, surprising them all.

"You...what?" the Doctor said flabbergasted.

"You're from another world like the Carrionites and Martha and Rose are from the future. It's not hard to work out."

"That's... incredible. You are incredible." He said, awed.

"Though my guess is you're not dropping Rose off in the future. She's your…" Both the Doctor and Rose looked at him with a mix of warning and curiosity. "Well, never mind. We're alike in many ways, Doctor." He turned to Rose. "You truly are talented Rose. It's a pity you couldn't stay longer to perform. You and the Doctor would make a great Romeo and Juliette." Shakespeare winked. The two of them looked at each other taken back. "Oh, and Rose, remember what I said: it's stronger than that." Rose nodded and he turned to Martha. "Martha my dear, let me say goodbye to you in a new verse. A sonnet for my Dark Lady… Shall I compare thee to a summer's day? Thou art more lovely and more temperate-"

"Will! Will!" one of the actors cried running in, another actor not far behind. "You'll never believe it! She's here! She's turned up!"

"We're the talk of the town," the other one said happily. "She heard about last night! She wants us to perform it again."

Both men were acting very excited.

"Who?" Martha asked.

"Her Majesty! She's here!"

Next thing they knew there was a fanfare and the extravagant Queen glided in.

"Queen Elizabeth I!" the Doctor cried in delight.

"Doctor!" she hissed.

"What?" he said, surprised at her hateful tone.

"My sworn enemy!"

"What?"

"Off with his head!" she shrieked, pointing at him.

"What?!"

"Never mind 'What'," Martha said. "Just run! See you Will! And thanks!"

"Stop that pernicious Doctor!" the queen shouted as they three of them ran out of the Globe to the TARDIS.

They were perused the entire way by a few men in arms.

"Stop in the name of the Queen!" one of them shouted notching an arrow.

"What is it with you and Queens? What have you done this time?" Rose cried as he unlocked the TARDIS.

"How should I know?" he said. "Haven't even met her yet. That's time travel for you!" he said to Martha. "Still, can't wait to find out." He stepped inside the TARDIS after the girls and then popped his head back out. "That's something to look forward to. Oh!" he said. Quickly he shut the door and there was a 'thunk' as an arrow hit the outside of the door.

After locking the door, the Doctor turned to Rose and Martha, all of them panting and looking at each other. After a few seconds, they all burst out laughing.

**A/N: I can't stop! Really I can't, this is too much fun, I'm getting more views then my other two stories combined daily. And I'm loving the reviews. Till next time!**


	11. Gridlock, The Motorway

"Aww, come on," Rose grinned at the Doctor adorably. "You have to admit she's good."

"Oooh…" he sighed not all that unwillingly. He did like Martha… and the way Rose was looking at him! He was powerless to resist.

"Oh alright!" he said. "I said just one trip. One trip in the TARDIS, and then home. But, I suppose we could… stretch the definition. How about one trip to the past, one to the future? How do you fancy that?"

"No complaints from me!" Martha said excitedly.

"How about a different planet?" Rose suggested. "We haven't taken her through space yet."

"Can we go to your planet?" Martha asked the Doctor. The Doctor's excitement left him in a second and Rose paused, unsure of how to react.

"Na, there's plenty of other places!" he said shrugging it off. The way he said it was as if he could go there almost every day. Rose looked up at him with sympathy and compassion in her eyes. She had to be the one person who understood him, who knew why he was pretending he was fine.

"Come on, though" Martha said oblivious to the change of moods. "Planet of the Time Lords, that's got to be worth a look! What's it like?"

"It's beautiful, yeah," he said trying to sound off-hand. Martha grinned widely.

"Martha…" Rose tried to say. But she just couldn't ruin this for him. She couldn't make it worse for him than it already was, so she closed her mouth and stayed silent.

"Is it like, you know, outerspace cities, all spires and stuff?"

"Suppose it is," he replied.

Rose only picked up that he had stumbled over the word 'is' because she knew him so well, and she knew the word was a lie.

"Great big temples and cathedrals?" Martha went on excitedly.

"Yeah…" he said, his voice strained, he was focused as hard as he could at the monitor. Rose slipped her hand into his and gave it a gentle squeeze. He squeezed back to show he was grateful for her support.

"Lots of planets in the sky?"

The Doctor took a deep breath. "The sky's a burnt orange," he told them wistfully, gazing off in the distance, his eyes misty. "With the Citadel enclosed in a mighty glass dome, shining under the twin suns. Beyond that, the mountains go on forever...slopes of deep red grass, capped with snow…"

Martha was looking at him with a look of absolute enthralment. Rose, who could practically feel his longing for his home, wore a small sad smile. Gallifrey sounded beautiful. Hearing about its beauty and splendour made her ache for its loss. She would do anything to visit it once, to see where the Doctor had lived.

"Can we go there?" Martha asked breathlessly, completely captivated by his words.

"Na!" he cried, breaking the spell. "Where's the fun for me? I don't want to go home!" he cried. If only Martha knew how much he was lying. How much he desperately wanted to see Gallifrey's magnificent beauty one last time.

"Instead…" He danced around the console, flicking the usual buttons. "This is much better," he stated as the TARDIS landed. "Year five billion and fifty-three, planet New Earth! Second hope of mankind! Fifty thousand light years from your old world, and we're slap bang in the middle of New, New York. Although, technically it's the fifteenth New York from the original, so it's New, New, New, New, New, New, New, New, New, New, New, New, New, New, New York. One of the most dazzling cities ever built."

"Really Doctor…" Rose rolled her eyes at his repeated joke.

They stepped outside...straight into the pouring rain. Rose squealed in delight and put her hands over her head.

"Oh, that's nice!" Martha said sarcastically, doing up her jacket. "The Time Lord version of dazzling!"

"Nah, bit of rain never hurt anyone," he said. "Come on, let's get under cover."

They made their way to somewhere that was relatively dry.

"I like the rain," Rose said. "But I have to say that me and this planet have a history of getting wet! Good old New, New York. Always something new."

"New, new Doctor," the Doctor grinned at their joke the first time round.

"New, new life," Rose said back.

"New, new companion," he added.

"What the hell," Rose laughed carelessly. "Why not new, new me?"

The Doctor smiled broadly. "Wow, that just reminded me of…" he trailed off what he was going to say and went with the next best thing. He coughed slightly and scratched the back of his head, looking somewhat guilty. "Cassandra…" he finished.

"Cassandra?!" Rose cried.

"Well, not Cassandra per se," he tried to cover up. "She said that at some point. But I never paid too much attention to it. I was a little bit… distracted...Anyway..." he said quickly trying to change the subject.

"Are you really comparing me to Cassandra?" Rose said angrily, eyes narrowed.

"No!" he cried in desperation, waving both hands. "I wasn't really thinking of her. It just… well you said it, and she said it, and it reminded me of something else and-"

"Who's Cassandra?" Martha asked, bailing him out a little. How was he supposed to explain that he had been thinking of when Rose had kissed him? Yes, he knew it was really Cassandra, but he'd always thought of that moment as her being just Rose.

"The Last True Human," Rose replied bitterly.

"She possessed Rose last time we were here," the Doctor explained. "Well me too… but mostly Rose. I knew something was wrong right away, but I couldn't figure out what it was. I thought the nuns had done something to her."

"Nuns?" Martha said in confusion.

"Hospital full of Cat...Nurse...Nun...Thingies," Rose said relaxing again. "It was quite and adventure last time here on New Earth."

"Well, it looks like the same old Earth to me," she said as they finally reached shelter. "On a Wednesday afternoon."

"Hold on, hold on. Let's have a look," the Doctor said spotting some sort of screen on the wall.

He led them over to it and turned it on with the sonic screwdriver. When that didn't work properly, he reverted to his usual method of getting technology to work and banged on it. A woman came clearly into view on the screen.

"-And the driving should be clear and easy," the woman said brightly. "With fifteen extra lanes open for the New, New Jersey expressway." The woman flicked off and it showed the beautiful city they had been in last time.

"Oh, that's more like it!" he said happily. "That's the view we had last time."

"Where the field smell of apple grass," Rose smiled.

"This must be the lower levels," he continued. "Down in the base of the tower, some sort of under-city."

"You've brought me to the slums?" Martha said in annoyance, yet there was still a hint of excitement in her voice.

"Much more interesting!" he cried. "It's all cocktails and glitter up there. This is the real city."

"You'd enjoy anything," Rose laughed nudging him a little.

"That's me," he smiled. "Oh, the rain's stopping! Better and better!"

"Aw, I liked the rain," Rose said, but the smile stayed on her face. "He just get's annoyed because it flattens his hair," she said aside to Martha. The Doctor looked up at his wet flat hair in annoyance before spiking the front up again. He was proud of his spiked hair.

"So, what's it like up there then?" Martha asked after he giggles had subsided.

"It was nice I guess. My memory's a little foggy. I spent most of my time here being crushed at the back of my own mind." Rose said, a frown in her face. Being crushed hadn't hurt, but it was annoying. Like being crammed into a clown car or closet.

"Oh…" Martha said lost for words. "Well, what about New, New England? Have you been there yet."

"No, no. It's just 'New England'," the Doctor corrected her. "Only places with a 'New' already got a 'New, New'. Hmm, I'd quite like to see what New, New Zealand's like…"

Suddenly the top of one of the green boxes built into the wall opened up to reveal a vendors cart. A man looked out at them and a smile spread across his face.

"Oh! You should have said," he said in delight. "How long have you been standing there? Happy! You want happy? Happy!"

Suddenly another cart opened and a woman called out.

"Customers!" she cried. "Customers! We've got customers!" Soon carts all around them began to open their tops and yell things out.

"We're in business! Mother open up the Mellow, and the Read!" one of them called out the back.

Soon they were all shouting at the tree of them. Telling them to buy some Happy, some Anger, some Mellow…

"Don't go to them," the first guy said. "They'll rip you off. Do you want some happy?"

"No thanks," the Doctor said rather unhappily, frowning.

"Are they selling drugs?" Martha said.

"I think they're selling moods."

"Same thing isn't it?" Rose said in disgust, looking at the business people.

Then behind them came a small looking young woman. She was very pale, wearing dark bedraggled clothes and a shawl covering her head. Her appearance caused the pharmacists to call out even more, obviously encouraged by the way she looked.

"Come over here, yeah," the pharmacist closest to them said. "And what can I get you, my love?"

"I want to buy Forget," the woman said in a low, somber voice.

"I've got forget, my darling," the pharmacist said brightly. "What strength? How much you want forgetting?"

"It's my mother and father. They went on the motorway," the woman said in way of explanation.

"Aw, that's a swine!" She reached under the counter and pulled out a small clear plastic patch with a green crescent moon and the word 'Forget' on it. "Try this," she said. "Forget Forty-three. That's two credits."

The pale woman paid the credits and took the patch. The Doctor stopped her as she made to turn away.

"Sorry, but...hold on a minute," he said. "What happened to your parents?"

"They drove off," she replied sadly.

"They might drive back," he said not comprehending why the woman would be so upset about her parents taking a drive.

"Everyone goes to the motorway in the end," she said darkly. "I've lost them."

"But they can't have gone far. You could find them."

Shaking her head the woman pushed aside her shawl and move to stick the patch on her neck.

"No! No, no don't!" he cried. But it was too late. The second she stuck it to her neck, her forlorn look became one of peace. But she also seemed slightly out of it as if she were unaware of her surroundings. She turned and looked at the three of them in surprise.

"I'm sorry, what were you saying?" she asked dozily.

"Your parents," the Doctor reminded her. "Your mother and father. They're on the motorway."

"Are they? That's nice…" It was like all the impact of that saying had been lost to her. "I'm sorry," she said. "I won't keep you." Then she walked passed them, and with a gentle sway in her step, headed down the back alley.

Rose looked at the retreating woman. The Doctor stood closest to the ally, watching the woman go with a broody expression. Martha was watching her go in apparent disgust.

"So that's the human race five billion years in the future?" Martha said somewhat scornfully. "Off their heads on chemicals."

Rose was just about to tell her that not everyone was like that when she heard scuffling behind her. Before she could turn around, an arm wrapped around her body, pinning her arms. And a gun was pointed to her head. Involuntarily, she let out a small scream. Martha and the Doctor turned immediately and their looks became ones of fear. She struggled but the man held her even tighter.

"I'm sorry," he said as a woman ran forward and pointed her gun at the other two. "I'm really, really sorry. We just need three, that's all."

"No! Let her go!" The Doctor shouted at them in anger and desperation. His voice was almost lost amongst the pairs pleading apologies and Martha and Roses cries. "I'm warning you!" he shouted in rage. "Let her go! Whatever you want, I can help. All of us, we can help. But first you have to let her go!"

"I'm sorry. I'm really, really sorry. Sorry!" the woman kept saying over and over again. They opened a door and pushed Rose through. Then they slammed it shut behind them, separating Rose and the Doctor.

* * *

Rose was jerked roughly down a stairwell and dragged over to some sort of car.

"You're going to be in so much trouble when the Doctor catches up," she shouted at them. "And never mind him, I'll kill you myself! Let go of me!" She managed to break free a moment but the man grabbed her again and pulled her closer.

"Give her some Sleep," he told the woman urgently.

"Don't you dare! Don't put that stuff on me, don't! Get that away from me! Get off!" she cried as the woman advanced with another patch.

But struggling was fruitless and soon the woman was pressing the patch to the skin on her neck.

"It's just Sleep," she soothed desperately. "It won't do you any harm if you don't fight it."

"Don't!" she screamed, her voice breaking.

"That's it, come on. That's it," she soothed. She appeared rather upset, but purposeful.

The world around her swam for a moment and black crept in at the edges. Her last thought before it consumed her completely, was that she knew her Doctor would come. Very soon she would be free…

* * *

The Doctor rushed to the door in a raging panic and tried to open it.

"Give her back to me!" he shouted through the door at the retreating figures.

He opened the door with the sonic-screwdriver and ran after them. They were no longer in sight, but that didn't stop him from finding his way. He'd forgotten about Martha who was tagging along after him. There was only single minded determination to get Rose back.

He emerged out onto the top of a flight of stairs just in time to see a black car fly off out of the ally.

"Rose!" he shouted frantically as the vehicle sped away. "Come on!" he said running back. Martha, who had only just caught up, sighed before turning around and following him again.

Back where they had started, all the pharmacy stalls had closed. Urgently he pounded on the nearest one. The pharmacist who had sold Forget to the pale woman opened up and smiled broadly at them.

"Thought you'd be back," she said. "Do you want some Happy-Happy?"

The Doctor just scowled at her. "Those people," he demanded furiously. "Who were they? Where did they take her?"

"They've taken her to the motorway," the first pharmacist they'd met told them, suddenly opening his stall. The other stall woman opened her door too.

"Looked like carjackers to me," said the first woman casually, like it was nothing much to worry about.

"I'd give up now, darling," the other woman said. "You won't see her again."

"Used to be thriving," the guy told them. "You couldn't move. But they all go to the motorway in the end." The Doctor spun around, glaring at the three of them. He didn't give a damn about this place's lack of business, all he cared about was Rose.

"He kept saying 'we need three'. What did he mean three?" He demanded.

"It's the car-sharing policy, to save fuel. You get special access if you're carrying three adults."

"How do we get to the motorway?" Martha asked, not wanting the Doctor to get even angrier.

"Straight down the alley, keep going to the end. You can't miss it." The Doctor strode in that direction before she had finished speaking, he didn't want to waste a second. Especially not on these people.

"How about some Happy-Happy? Then you'll be smiling, my love" she called after him.

At this, he rounded on them angrily. "Word of advice, all of you," he said harshly. "Cash up, close down, and pack your bags."

"Why's that then?" the pharmacist said sounding offended.

"Because as soon as I find her alive and well, and I will find her alive and well,then I'm coming back. And this street is closing. Tonight!" He shouted.

The pharmacists looked at each other apprehensively. And the Doctor stormed off, fists clenched and eyes blazing, Martha in tow.

* * *

Rose blinked. Her head hurt and her vision was horribly blurry and her body felt slightly stiff and sore. She could hear foggy voices not far away.

"-from the windows. You can see all the way out to the Flatlands. The sky… They say the air smells of apple grass. Can you imagine?" A male voice said

Sleepily, Rose rubbed her neck and found the Sleep patch. Frowning, she peeled it off and flicked it away in distaste. She was dizzy and her brain was only just beginning to work again, but it front of her was one of the guns… Quickly she took her chance, snatched it up and pointed it at the couple in front.

"Take me back," She commanded. The couple turned and looked at her in surprise. "Whoever the hell you are, just take me back to the Doctor. That's all I want. I won't call the police or anything, won't cause ya any trouble. Just take be back, yeah? Take me back!"

"I'm sorry," the woman said. "That's not a real gun."

"Yeah, well… you would say that." Rose stumbled over the sentence, her brain still waking up.

"Where would you get a gun from these days?" she said incredulously. "I wouldn't even know how to fire!"

After a moment, Rose let the front drop.

"Yeah, I never would," she sighed chucking the gun aside. "I hate those things."

"What's your name," the woman said trying to be friendly now.

"It's Rose. Rose Tyler."

"Well I'm Cheen, and this is Milo," she told her. Gingerly Rose stood and made her way to stand up by them. She wasn't scared. These people looked fairly nice and she'd been in worse hostage situations before… like say, a Dalek.

"And I swear, we're really sorry," Cheen continued. "We're really, really sorry. We just needed access to the fast lane. But I promise, as soon as we arrive we'll drop you off and you can go back and find your friends."

"Seriously?" she said in disbelief.

"I swear! Look," she flipped back her hair to reveal one of those patches. "Honesty patch," she stated proudly.

"What? So you kidnapped me just so you can go for a drive? Where the hell are we anyway?" She demanded, not liking being in the dark.

"We're on the motorway," Milo finally spoke. Rose peered out the front window and looked about. She could see a few cars around them but most of them vanished into the smoke.

"What's that out there? Fog?" She asked confused. This fog wasn't white though,bit was some sort of sickly green mixed with dark brown to produce a foul color.

"It's exhaust fumes," Cheen rolled her eyes.

"We're going to Brooklyn," Milo told her. "Everyone says the air is so much cleaner. And we couldn't stay in Pharmacy Town, because…" he smiled adoringly at Cheen and rubbed her knee affectionately.

"Well, 'cause of me," she finished. "I'm pregnant. We only discovered last week. Scan says it's going to be a boy." Beside her Milo grinned and pulled his fist down in a victory gesture.

"Awww," she sighed sweetly. She always turned to mush at the mention of a baby and she had to remind herself to be harder on them. "Am I supposed to be congratulating my kidnappers?" she said in the same tone. Though it came out more like questioning laughter than the snarky comment she had aimed for.

"Oh, we're not kidnappers. Not really." Chen said uncomfortably.

"Not kidnappers!" she exclaimed nearly laughing. They had pointed a gun,real or not, it didn't matter, to her head and put a Sleep patch on her!

"Wow, you are idiots. That was a kidnapping. And you," she leaned forward and ripped the Honesty patch off Cheen's neck, causing her to yelp, "are pregnant! You're having a baby, and you're wearing that?" Cheen rubbed her neck and looked at her resentfully.

"We'll be as fast as we can," Milo told her quietly. "We'll take the motorway to the Brooklyn flyover. And then after that it's gonna take a while, 'cause then there's no fast lane, just ordinary roads. But at least it's direct."

"It's only 10 miles," Cheen assured her.

"So, how long is it going to take?" Rose grumbled, rubbing her brow.

"About six years," she said as if it were nothing.

"I'm sorry, what?" Rose said in disbelief, he hand stopping.

"It'll be just in time for him to start school!" Cheen and Milo ginned at each other.

"No, no, no, no hold on!" Rose cried. "Six years? Ten miles in six years? How come?"

She looked at them incredulously as neither of them answered. No, six years couldn't be right. She had to get back now! She had to get back to the Doctor.

* * *

"She's going to be okay," Martha tried to reassure the Doctor as they reached a door that read 'Motorway Access'. "They looked more scared than anything, and if they need her…"

The Doctor turned to look at her and forced a smile on his face. Her words didn't reassure him at all, only having Rose safe in his arms would do that. But it had been nice of her to try.

He used the sonic to unlock the door and they stepped out onto a small platform. Martha gasped and instantly began to choke on the thick smoke that surrounded them. Before them thousands upon millions of cars were stuck in the universe's biggest traffic-jam, and he had seen some big traffic jams.

How on New Earth was he ever going to find Rose like this?

The air was so thick and foul with exhaust fumes that the two of them were standing there choking. They wouldn't be able to last out here long.

Just then the door of the nearest car slid open and they saw a man with a scarf and an old fashion aviator hat covering his face. He leaned over and held his hand out.

"Hey, you daft little street struts!" he shouted at them. "What are you doing standing there? Either get out or get in!"

Seeing this as his only hope, the Doctor jumped through the door and into the car. After a small fearful look at the empty space below her, Martha jumped in too. They were coughing like anything and quickly a woman handed them both and oxygen mask and they took them gratefully, breathing in deeply.

"Did you ever see the like?" the man muttered as he sat back down in the driver's seat. He pulled off the scarf and goggles to reveal that he was a cat like the Sisters of Plenitude. Martha's eyes widened at the sight. "They were just standing there breathing it in! There's this story says back in the old days, on Junction Forty-Seven, this woman stood in the exhaust fumes for a solid twenty minutes. By the time they found her, her head had swollen to fifty feet!"

"Oh, you're making it up!" the woman sitting in the passenger seat laughed.

"A fifty-foot head!" he continued. "Just think of it. Imagine picking that nose."

"Stop it. That's disgusting!" The woman exclaimed.

"What? Did you never pick your nose?"

"Bran, we're moving," she said tapping his arm, all jokes aside.

"Right," he said seriously. "I'm there, I'm on it." He put the car in gear and moved them forward a little, but soon they were boxed in again. After a few seconds he pulled back the lever and stopped them.

"Twenty yards," he said happily. "We're having a good day. Then he and the woman turned back to the Doctor and Martha who had just taken off their oxygen masks. "And who might you two be? Very well dressed for hitchhikers."

"Thanks," the Doctor said, moving to shake his , Paw. "Sorry, I'm the Doctor. This is Martha Jones."

"A medical man!" the cat cried. "My name's Thomas Kincade Brannigan. And this is the bane of my life, the lovely Valerie."

"Nice to meet you," Valerie said with a smile.

"And you," Martha smiled back.

"Oh, and the rest of the family's behind you," Brannigan told them nodding to a curtain. The Doctor drew it back to reveal a basket of adorable kittens, all starting to meow at the sight of them.

"Aww, that's nice," he cooed. "Hello!"

"Mama," one of the kittens mewed.

"Oh my god they're real kittens!" Martha said somewhat in shock.

"Well of course they're real kittens," the Doctor scoffed picking up one of the kittens and scratching under its chin, causing it to purr. "What else would they be." He turned to Brannigan. "So they did end up passing the law on Catkind and Humans marrying?"

"A couple of Decades back," he told them. "Where have you been all that time, then?"

"Oh, bit of everywhere," he said in his usual evasive manor. "So how old are they?"

"Just two months," Valerie smiled.

"Poor little souls," Brannigan sighed. "They've never known the ground beneath their paws." The Doctor shot him a confused look. "Children of the motorway."

"What, they were born in here?" He asked.

"We couldn't stop," Valerie told them. "We heard there were jobs going, out in the laundries on Fire Island. Thought we'd take a chance."

"You've been driving for two months?" Martha said incredulously.

"Do I look like a teenager?" Brannigan laughed. "We've been driving for twelve years now."

"I'm sorry!?" the Doctor said at the same time as Martha said, "What?!"

"Yeah. Started out as newlyweds! Feels like yesterday." He went on like they hadn't talked.

"Feels like twelve years to me," Valerie sighed.

"Aw, Sweetheart, but you still love me," he teased her leaning over and tickling her sides. Valerie giggled.

"Twelve years! How far did you come? Where did you start?" The Doctor asked.

"Battery Park. It's five miles back."

"You travelled five miles in twelve years?" he cried. Considering the fact that he could travel light-years in a second, everything else did feel rather slow… but that was just plain ridiculous!

"Bloody hell," Martha breathed.

"I think he's a bit slow," Brannigan said aside to Valerie as he put the kitten back down on its bed.

"Where are you from?" Valerie asked.

"Never mind that, I've got to get out," he said in a panic. "My Ro- … my friend's in one of these cars. She was taken hostage. We should get back to the TARDIS." He pulled open the door, but there was nothing in front of him but smoke and empty – filthy - air.

"You're too late for that," Brannigan told him. "We've passed the lay-by.

"But we need the TARDIS to get to Rose!" Martha said.

"You're a passenger now, dear!"

"When's the next lay-by?" he asked urgently.

"Uh… six months?" He thought out loud.

"Six months?!" Martha cried in alarm. The Doctor growled in frustration.

Why did they always have to take her from him! No matter where they went it seemed like someone was always trying to break them apart. He was sick of it. Daleks, Beasts, psychotic women wanting a body, werewolves, aliens living as a wavelength in TV's, Carrionites, lonely Isolus and child…

No! Two simple apes would not be the ones to finally take her from him just because he was stuck in traffic! She was his Rose and he would anything to get her back. And nothing in this universe was going to stop him.

**A/N: well, i think Ive finally got a reasonabe explination for such rapid updates! truth be tld, iive been re watching the last season of doctor who before i watch the 50th anniversary, and I've been thinking how much fun it would be to have both Rose and Clara, not to mention River, Amy, all the 11th doctor companions. no ones story I've read starts all the way at the beginning, so i want to do that. and I'm going to be gunning for it as fast as i can to start the real fun! so something to look forwards too! Allon-sy, and don't forget to review!**


	12. Gridlock, The Scourage Below

Rose looked out the window up at the hundreds and hundreds of cars as they descended through the layers. She couldn't see many, but she had already seen that there were more than she could have imagined.

"How many cars are out there?" she asked.

"I don't think anyone knows," Cheen replied. "Here you go, hungry?" she held out some sort of wafer.

"Oh, thanks," she said taking it from her. She wasn't hungry at the moment, but she took it anyway. She began to wave it about nervously. She had no doubt the Doctor would come for her… she just didn't know how long that would take. "So, how far down is this fast lane?"

"Oh, its right at the bottom, underneath the traffic jam," Milo told her. "But not many people can afford three passengers, so it's empty down there. Rumor has it, you can reach up to thirty miles per hour!"

"Wow… that's so fast," she said sarcastically. "That's just crazy!" Even her Mum could drive faster than that. And she trusted her mother's driving even less than she trusted the Doctors. "How are you meant to raise a kid here?" she asked. "It's tiny, and it can't be good for ya." She was starting to feel slightly claustrophobic from the space.

"Oh, we stocked up," Cheen said cheerfully. "Got self-replicating fuel, muscle stimulants for exercise, and there's a chemical toilet at the back. And all waste products are recycled as food."

"Okay then…" Rose said disgusted and dropped the wafer instantly, ever so thankful that she hadn't eaten any of it.

"Oh, another gap!" Milo suddenly cried. "This is brilliant! Car 4-6-5-Diamond-6, on descent to the fast lane, thank you very much," he said into a handheld transmitter.

Rose closed her eyes to block out the image on screen of the car going lower. She prayed to whatever she believed in that the Doctor would come soon.

* * *

Pointing the sonic at the screen the Doctor called the most direct line to the NNYPD.

"I need to talk to the police," he said into the transmitter.

"Thank you for your call. You have been placed on hold," stated an electronic voice, the screen showing the words in green.

"But you're the police!" he said incredulously. Police couldn't put you on hold!

"Thank you for your call. You have been placed on hold," the electronic voice repeated.

"Is there anyone else you could call?" Martha said anxiously.

"Yes, I once met the Duke of Manhattan; is there any way of getting through to him?" the Doctor said making his way back up to the front.

"Oh, now ain't you lordly," Brannigan said sounding a bit snarky.

"I've got to find my friend!" he nearly shouted in desperation. "I need to get her back, now is there anyone else we can call!" Martha placed a hand on his arm to calm him. She had never seen him like this before. He was almost scary when Rose wasn't there… Well, she'd been around him without Rose, but when Rose had been taking from him… that was a different story.

"You can't make outside calls," Valerie told him sympathetically. "The motorway is completely enclosed."

"What about the other cars?" Martha suggested.

"We've got contact with them, yeah," Brannigan said, seemingly happy the Doctor was no longer shouting. "Well, some of them anyway. They've to be on your 'friends' list. Now let's see, who's nearby? Ahh! The Cassini Sisters!" He picked up the transmitter and talked into it. "Still your hearts, my handsome girls. It's Brannigan here!" he said cheekily.

"Get off the line Brannigan. You're a pest and a menace!" came the snappy voice of one of the old ladies.

"Oh, come on now, sisters. Is that anyway to talk to an old friend?" Martha and Valerie smiled at each other, suppressing giggles.

"You know full well we're not sisters. We're married."

"Oooh, stop that modern talk! I'm an old-fashioned cat. Now, I've got a couple of hitchhikers here, one calls himself the Doctor-"

The Doctor snatched the transmitter from his hand. "Hello. Sorry," he said. "I'm looking for someone called Rose Tyler. She's been carjacked. She's inside one of these vehicles, but I don't know which one."

"Wait a minute…" came another voice down the line. They heard the sound of rustling pages, then she spoke again. "Could I ask, what entrance did they use?"

"Where were we?" he asked aside to Brannigan.

"Pharmacy Town."

"Pharmacy Town, about twenty minutes ago," he repeated back.

"Let's have a look…" she said, rustling page sounds coming down the line

"Just my luck to marry a car-spotter," the first voice muttered. It really was his luck though.

"In the last half hour, 53 new cars joined from the Pharmacy Town junction." Shen told them.

"Anything more specific?" he asked impatiently.

"All in good time," she replied, frustrating him further. "Was she carjacked by two people?"

"Yes. She was, yeah."

"There we are," she said happily. "Just one of those cars was destined for the fast lane. That means they had three on board. And the car number is: 4-6-5-Diamond-6."

"That's it!" he cried. "So how do we find them?"

"Ah, Now there I'm afraid I can't help," the lady replied.

"Can we call them on that?" Martha asked. "You know their number now."

"Not if they're designated fast lane. It's a different class."

"You could try the police," the old lady suggested.

"They put me on hold," he said in annoyance, still not sure how they did that.

"You'll have to keep trying. There's no one else."

"Thank you," he sighed, then handed the transmitter back to Brannigan. No way of communicating, no way of getting to them, no police, stuck in a traffic jam that had been going on at least 12 years… They really weren't making it easy were they!?

* * *

Rose looked forlornly down at the ground. She, quite ironically, was terrible with time, but she was sure that it had been well over half an hour now. She wished the Doctor would hurry up. And she hoped that nothing bad had happened to him.

He would have found her by now, right? It shouldn't take him much longer to get to her. But then again… what if something really bad was happening back where he was? It was just their luck. And it had happened a few times before…

And until he came there was nothing she could do but stay calm and wait. And a after traveling through time for years, her patience had declined.

"We're nearly there," Milo said, noticing how upset she was and tried to cheer her up. "See? Another ten layers to, and we're scorching!" This failed to cheer her up as it made her think of the fact that it was taking her even further away from the Doctor. But still she forced a smile for the couple. They really were quite sweet. They had just wanted a better life… How was that any different to her?

Suddenly the car shook slightly and there was a sort of growling, rumbling noise.

"What was that?" she said in quiet alarm. But Milo and Cheen looked just as panicked and nervous as she did. The sound came again, this time sounding more like a screech. Definitely some sort of creature. "It's coming from underneath," she observed.

"It's that noise, isn't it?" Cheen said to Milo. "It's like Kate said… the stories they're true."

"What stories?" she asked, intrigued.

"It's the noise from the air vents. That's all," Milo said in exasperation. But she could see a small flicker of doubt in his eyes. "The exhaust fumes travel down, so at the base of the tunnel they've got air vents."

"No, but the stories are much better!" Cheen told her excitedly. Milo scoffed in exasperation, though a smile was plastered across his face. "They say people go missing on the motorway. Some cars just vanish, never to be seen again. 'Cause there's something living down there, in the smoke. Something huge, and hungry. And if you get lost on the road… it's waiting for you." As she spoke she had gone from excitement to worry. Now she was looking at Milo anxiously.

"Right," Rose said with a nervous smile, as the rumbling grew louder. "Monsters. Pretty much a normal day for me then."

"Like I said," Milo told them, no longer sounding so sure. "It's just air vents." He pushed a button on the dashboard. "Going down to the next layer."

"Milo, look out there," she said to him. "Look out at all of that smoke in front of you. Does it look like the air vents are working?"

"No," Cheen whispered. The sounds kept getting louder and louder.

"And there's no monsters, yeah? So what is that?" Neither of them had an answer for her.

"Nah," Milo shook it off. "Just kid's stuff." He picked up the transmitter again. " Car 4-6-5-Diamond-6, on descent."

And they went down lower. The noises getting louder as they got closer and closer to something that Rose knew just wasn't good… it was a gut feeling.

* * *

Martha hated seeing the Doctor like this. He was so frantic. She had only just met him, but she had always seen him as confident. He was still just as confident, but she could see something in him she'd never seen before… fear. He was scared.

"Hold on," she said. "Are you allowed over three passengers in the fast lane?"

"Yes, don't know why you'd want more than three, though. It's hard enough with just two."

"And a litter," Valerie added.

"Well can't you take us down? You've got over three passengers." The Doctor asked.

"Not in a million years," Brannigan told them.

"But I need to get to her now!" the Doctor cried.

"I'm still not going."

"She is alone!" he snarled. "And she's lost. She's tough, but I know she'll be scared. She doesn't even belong on this planet, she belongs with me! Now I'm asking you, Brannigan, Take me down."

"NO! And that's final," Valerie told him firmly. "I'm not risking the children down there."

"Why not? What's the risk? What happens down there?" he said beginning to panic again.

"We're not discussing it," she cried. "The conversation is closed!"

"What, so we keep driving?" Martha asked with a hint of disgust in her voice.

"Yes, we do," Brannigan said sourly.

"For how long?" the Doctor cried.

"Till the journey's end."

The Doctor reached over him and snatched up the transmitter. "Mrs. Cassini," he said. "This is the Doctor. Tell me, how long have you been driving on the motorway?"

"Oh, we were among the first. It's been twenty-three years now."

"What?!" Martha nearly shouted.

"And in all that time, have you ever seen a police car?" he continued. At that Brannigan and Valerie looked up at him in trepidation. There was fear and unease in their eyes. on the end of the line both sisters fell quiet.

"I-I'm not sure," the car-spotter finally stammered out.

"Look at your notes. Any police?"

"Not as such," she said sounding slightly upset.

"Or an ambulance? Rescue service? Anything official? Ever?"

"I cant keep a note of everything!" there was a small click and he knew she had put her transmitter down. but that didn't stop him from going on.

"What if there's no one out there?" he said looking directly and meaningfully at Brannigan. He knew that they all knew it.

"Stop it!" Brannigan snatched the transmitter off him. "The Cassini's were doing you a favour!" he said angrily.

"Someone's got to ask," he said harshly, but he didn't care. "'Cause you might not talk about it, but it's there, in your eyes… What if the traffic jam never stops?"

"There's a whole city above us," Brannigan said defensively. "The mighty city-state of New, New York. They wouldn't just leave us."

"In that case, where are they? Hmm?" He knew he was scaring them, he knew he was bringing up some of their deepest buried fears. But right now he really didn't care. They needed to open their eyes to what was wrong. And he needed to get to Rose, right now. "What it there's no help coming, not ever? What if there's nothing? Just the motorway, with the cars going round and round and round… never stopping? Forever!"

"Shut up!" Valerie shouted before he could say anything more. "Just shut up!"

Right then, before another word could be spoken by anyone, the screen in the car came to life and they saw the same news woman as before.

"This is Sally Calypso," the presenter said in that annoying false happy voice. "And it's that time again. The sun is blazing high in the sky over the New Atlantic, the perfect setting for the daily contemplation."

"You think you know us so well, Doctor," Brannigan said quietly. "But we're not abandoned. Not while we have each other."

"This is for all of you out there on the roads," Sally Calypso went on. "We're so sorry. Drive safely."

"Why is she sorry?" Martha said quietly.

But she soon forgot all about that question as a melody floated up to them. It became clearer as thousands and millions of voices all merged together to create a beautiful united, loving choir.

The song brought tears to Martha's eyes as Brannigan and Valerie began to sing. Before she realized it, she had joined in too, with the sweet, sad song.

_On a hill, far away_

_Stood an old rugged cross_

_the emblem of suffering and shame_

_And I love that old cross_

_Where the dearest and best_

_For a world of lost sinners was slain_

_So I'll cherish the old rugged cross_

_Till my trophies at last I lay down_

_I will cling to the old rugged cross_

_And exchange it some day for a crown…_

Somewhere levels and miles below and away from the Doctor, Rose sat in the car behind Milo and Cheen. Tears ran down her face as she listened to an entire city of people sing their faith.

"Fast lane access," an electronic voice suddenly said. "Please drive safe."

"We made it," Milo said happily. "The fast lane." The hope that lit up his face brought fresh tears to Rose's eyes. She still had the echo of the hymn drifting through her head.

The song was their hope, their faith and their bond. These people had their songs… she had the Doctor.

* * *

The Doctor stood in the middle of the was it. He couldn't take it anymore. This was Rose! He couldn't just sit in a car for six months so he could finally get to the TARDIS to finally save her. He needed her now!

"If you won't take me, I'll go down on my own," he snapped. He scrambled down to the floor where there was a hatch. "Oh, Martha, staying or coming with me? It will be more dangerous, but..."

"Oh, I'm going with you," she cut him off. She was not going to sit in a car while he went to find Rose.

"What do you think you're doing?" Brannigan asked, sounding worried. Both he and Valerie were looking at him in shock.

"Fining my own way," he told them as he soniced the hatch and pulled it off. "I usually do."

"Capsule open," said the automated voice.

"Here we go," he said a bit more bouncily. He took off his coat and threw it at a panicked looking Valerie. "Look after this. I love that coat. Janis Joplin gave me that coat…"

"But you can't jump!" she cried at him.

"If it's any consolation Valerie, right now, I'm having kittens."

"This Rose, you must really care about her," Brannigan said.

"More than anything," he said aloud before he realized he had. "She's all I've got, and I'm all she has. It's like the universe keeps trying to split us up. But I swear, I'll die before I let that happen!" With that he dropped down the hatch and landed on the roof of the car below.

"And he say's they're just friends," Martha muttered before dropping out after him.

Coughing from the fumes, he opened the roof of the car they had landed inside. Then he turned back and caught Martha as she dropped in behind him. The interior of this car was completely white… as was the man at the wheel.

"Who the hell are you?" the white man asked.

"Sorry," he replied. "Motorway Foot Patrol. I'm doing a survey. How are you enjoying your motorway?" he went over to where the floor hatch was and opened it as the man talked.

"Well, not very much," the white man told him. "Junction five's been closed for three years!"

"Thank you. Your comments have been noted. Have a nice day!" The he swung down and waited for the next car to stop under him until he jumped. Martha landed beside him.

They carried on much this way for ages. Breaking into each car and going through it. They came upon many eccentric people on their travels. Sick of the smoke, they procured some bandannas to cover their mouths, from a pair of stunned Asian girls. At some point they lost all pretenses and excuses and just dropped in and jumped out. Making their way down the levels towards Rose.

* * *

"Try again," Cheen told Milo, panic beginning creeping into her voice. Milo pressed the 'Exit 1' button and the computer stated that it was closed. "Try the next one." He pressed 'Exit 2', but yet again the computer told them it was closed. "What do we do?" she moaned in anguish.

"We'll keep going round," Milo told her calmly. "We'll do the whole loop. By the time we come back around, they'll be open."

The rumbling noise came again, much louder, and the car shook. The three of them looked about in panic.

"And you're still calling that air vents?" Rose asked sarcastically.

"What else could it be," he said in a hushed tone. The car shook again more violently.

"What the hell is that?" Cheen cried in distress.

"It's just – the hydraulics…"

"It sounds more like it's alive," Rose told them.

"It's all exhaust fumes out there. Nothing could breathe in that."

"Yeah, and what if it's not human?" she countered.

"Calling car 4-5-6-Diamond-6. Repeat, calling car 4-5-6-Diamond-6!" came an urgent voice over the transmitter.

"This is 4-5-6-Diamond-6," Milo said, replying immediately. "Who's that? Where are you?"

"I'm in the fast lane," the woman replied. "About fifty yards behind. Can you get back up? Can you get off the fast lane?" they could hear crashing inside her vehicle.

"We only have permission to go down," Milo told her. "We-we need the Brooklyn Flyover."

"It's closed. Go back up." She said firmly.

"We can't. Well just go around."

"Don't you understand?" she shouted. "They're closed. They're always closed!" Cheen gasped in terror and clapped her hand over her mouth. Rose was slowly starting to see what was happening. Why the traffic jam was so big. No one could leave.

"We're stuck down here," the woman continued. And there's something else. Out there, in the fog. Can't you hear it?"

"That's the air vents," he said, still clearly in denial.

"Jehovah! What are you, some stupid kid?" she shrieked. "Get out of here!" In the background there were more growls and crashing. Some girls screamed. The three people in the car looked at each other in fright. Cheen was down right panicking.

"What was that?" Milo asked them. There were more screams.

"I can't move!" the woman shouted, fear evident in her voice. "They've got us!"

"But what's happening...?" Sick of Milo's denial and stupid questions, Rose snatched the transmitter off him.

"What's got you?" she asked. "What is it?"

"I don't know…" she shouted back. There were loud bangs and crashes. The growling was louder than ever and the girls in the car were still screaming.

"Hello?" he said worryingly.

"Just drive, you idiots!" she shrieked as her car was battered about. "Get out of here! Get out!" Then all they could hear was static.

"Can you hear me? Hello?" Milo yelled into the transmitter.

"Just drive!" Rose told him. "Do what she said, get us out of here!"

"But where?" He asked, panicking.

"Just go straight ahead! And fast!" She shouted.

"What is it?" Cheen sobbed in fear. "What's out there? What's happening?"

* * *

The Doctor and Martha dropped onto the next car. The smoke was so thick down here that they couldn't see anything below it. His hopes rose that perhaps this was the last layer. Martha, even with the scarf, was coughing so hard, he didn't know how much more of it she could take. He could barely stand it as it was.

Quick as he could, he took the hatch off and dropped in. Martha jumped in and sagged to the floor coughing.

"Excuse me, is that legal?" came a posh voice. Up the front of the car the driver, a smart looking businessman, sat up and looked at them doubtfully.

"Sorry, Motorway Foot Patrol…" suddenly the two was wracked with another coughing fit. "Whatever," he said, throwing away all pretenses. "Have you got any water?"

"Certainly," said the Businessman. "Never let it be said I've lost my manners." He reached over and filled up two cone shaped plastic cups for them and handed them over.

"Thank you!" Martha gasped, drinking gratefully.

"Is this the last layer?" The Doctor asked asked. "Like your suit by the way." Martha laughed seeing the Businessman's suit was a black pinstripe.

"Erm, Thank you," he said, somewhat awkwardly. "Yes, we're right at the bottom. Nothing below us but the fast lane."

"Can we got down?" the Doctor asked. "There's three passengers."

"I-I'd rather not," he stuttered. The Doctor tried to push down his fear. Valerie had said something about risks, and now this man was too scared to go down.

"Right," he said. "If you'll excuse me." He made his way to the floor hatch and opened it.

"You can't jump," the man exclaimed. "It's a thousand feet down!"

"I just want to look," he said. Martha joined him.

"What's that noise?" she said as growling sounds floated up to them.

"I try not to think about it," the Businessman repressed a shudder.

"What are those lights?" he wondered. "What's down there." he coughed and waved away some smoke. "I just need to see!" Leaving Martha by the hatch, he ran to the front of the car and held the sonic to the screen.

"There must be some sort of ventilation," he said to himself. "If I could just transmit a pulse through this thing, maybe I could trip the system. Give us a bit of a breeze!" He opened the bottom of the screen, exposing the wires and played around a bit. He snapped one of the blue wires and a whirring noise started up. "That's it!" he cried in delight. "Might shift the fumes a bit, give us a look." Both he and the Businessman joined Martha back at the hatch and the three of them looked out into the clearing smoke.

"What are those shapes?" Martha said as huge claw like things emerged.

"They're alive," the Doctor said.

"What the hell are they?" Martha cried in horror, finally seeing that the claws were attached to some sort of giant crab… far bigger than the cars at any rate!

"Macra," he said with a hard voice. This was not good.

* * *

The car jolted around harshly, throwing Rose to the ground.

"Go faster!" Cheen cried over the noise.

"I'm at top speed!" Milo shouted back. He drove the car in a zigzag, narrowly avoiding what appeared to be claws. He frantically pushed the screen trying to get up to the next layer. But it only told them that there was no access. "But this is an emergency!" he yelled into the transmitter. He tried calling the police, but was placed on hold. Another crash jerked the car and they were all thrown to the ground.

"Turn everything off!" Rose shouted at him.

"You've got to be joking!" he cried.

"I'm not!" she said. "Look, it's all fog out there, they wont be able to see. They must be able to hear us, or it's the heat, or light or...something! I don't know, but it's worth a try. Now turn everything off. They might not be able to find us."

"What if you're wrong," he said.

"Then does it really make a difference?! Just do it!"

He gave a stiff nod and started flicking buttons. The car slowly powered down and he glided them onto the ground. The three of them sat, unmoving, just waiting for something to happen. But the creatures stopped trying to grab at them, and the noise quietened ever so slightly.

"They've stopped," Cheen whispered.

"Yeah, but they're still out there," Milo said pessimistically. They looked around nervously.

"How did you think of that?" Cheen said trying to distract herself.

"I've travel a lot," she said. "And run into dangers quite often… you really have to think on your feet. And you have to think of everything. I guess I'm just used to it. Only problem is, I'm not sure what we do now."

"Well, you better think of something," Milo told her. "Because we've lost the aircon. If we don't switch the engines back on, we won't be able to breathe."

"How long have we got?" he asked.

"Eight minutes, maximum," he said quietly.

Right… eight minutes… she could think of something in eight minutes, couldn't she? Oh, she wished the Doctor were here! He would have a plan.

* * *

Back in the Businessman's car the doctor, Martha and the Businessman sat staring down at the Macra

"The Macra used to be the scourge of this galaxy," he told them. "Gas. They fed on gas. The filthier, the better. They built up a small empire using humans as slaves and mining gas for food."

"They don't exactly look like empire-builders to me," the Businessman said.

"Mmm, more like a weeks worth of dinner at a seafood buffet," Martha added.

"Well, that was billions of years ago," he said. "Billions. They must have devolved down the years, and now they're just beasts. But they're still hungry and my friend is down there."

There was a clank above them and they all looked up to see someone's feet dangling through the roof.

"Oh, it's like New Times Square in here, for goodness sake!" the Businessman cried in annoyance. The woman dropped down and they saw it was one of the Catkind, female by the eyes and bone structure.

"I've invented a sport!" the Doctor said delighted. He loved it when he invented something, either new or ahead of its time.

"Doctor," the cat said happily. "You're a hard man to find."

Then the business man seemed to notice that she was holding a gun. "No guns!" he cried. "I'm not having guns!"

"I only brought this in case of pirates," she defended. "Doctor, you've got to come with me."

"Do I know you?" he asked.

"Yo haven't aged at all," she said in wonder. "Time has been less kind to me." She looked down shyly. The Doctor recognized her voice now and suddenly he grabbed her by the shoulders.

"Novice Hame!" he exclaimed then hugged her, a huge smile on his face. Then the smile melted and he pushed her back. "No, hold on, get off. Last time we met, you were breeding humans for experimentation!"

"What?" Martha cried in shock, the Businessman looking appalled as well.

"I've sought forgiveness, Doctor," she said. "For so many years, under his guidance. And if you come with me, I might finally be able to redeem myself."

"I'm not going anywhere," he replied. "You've got Macra living under this cit. Macra! And if my friend's still alive," he tried not to think about Rose's mangled body lying somewhere inside a crushed car in the claws of a Marca. "If she's still alive, she's stuck down there!"

"You've got to come with me right now!" She insisted.

"No! I've got to find Rose!"

"I'm sorry, Doctor. But the situation is even worse than you can imagine." Quickly she took his wrist and pressed a green button on her wristband. "Transport," she said.

"Don't you dare! Don't you dare!" he cried in alarm, but it was too late. With a flash of green light, they were both gone.

* * *

Groaning he picked himself off the floor, Ha,e helping him up. They were in some dirty run down building.

"Rough teleport… Ow!" he growled. "Great!" he said angrily. "Now I have two friends stuck down there! But you can go straight back down and teleport people out. Starting with Rose and Martha!"

"I only had the power for one trip," she told him, trying to keep him calm.

"Then get some more! Where are we?" He demanded.

"High above, in the Over-city."

"Good!" he snapped. "Because you can tell the Senate of New, New York I'd like a word. They've got thousands of people trapped on the motorway! Millions!"

"But you're inside the Senate, right now," she said quietly. "May the Goddess Santori bless them." She pressed something on her wristband and the hall was lit up. Around them were rows and rows of skeletons, all slumped over on raised stands. He stared about in sympathy and sadness. "They died, Doctor," she said softly. "The city died."

"How long has it been like this?" All of his previous anger was completely gone.

"Twenty-four years," she said as they walked over to a small raised area where a partly mummified skeleton lay on the ground. He kneeled down next to it, his eyes filled with profound sorrow and despair.

"All of them?" he said in quiet disbelief. "Everyone? What happened?"

"A new chemical. A new mood. They called it Bliss." She bent down and picked a 'Bliss' patch of the skeleton in front of her. "Everyone tried it. They couldn't stop. A virus mutated inside the compound and became airborne. Everything perished, even the virus in the end… It killed the world in seven minutes flat. There was just enough time to close down the walkways and the flyovers, sealing off the Under-city. Those people on the motorway aren't lost, Doctor. They were saved."

"So the whole thing down there is running on automatic?"

"There's not enough power to get them out," she told him. "We did all we could to stop the system from choking."

"Who's 'we'? How did you survive?" He asked.

"He protected me," she said, her spirits brightening ever so slightly. "And he has waited for you these long years."

"Doctor," came a low rumbling voice inside his head. His face lit knew that voice and he quickly ran around the corner.

"The Face of Boe!" he said happily. The Face of Boe was in his glass, breathing his smoke in deeply. He seemed to be hooked up to the computers. He ran right up to the glass and knelt down in front of him. Hame followed close behind.

"I knew you would come," his deep voice hummed in the Doctor's head.

"Back in the old days, I was made his nurse, as penance for my sins," Hame told him quietly, bowing her head.

"Old friend," he murmured. "What happened to you?"

"A failing," Boe replied mournfully.

"He protected me from the virus by shrouding me in his smoke," Hame said. "But with no one to maintain it, the City's power died. The Under-city would have fallen into the sea."

"So he saved them." He said, awed.

"The Face of Boe wired himself into the mainframe. He's giving his life force just to keep things running."

"But there are planets out there," he said. "You could have called for help."

Hame shook her head sadly. "The last act of the Senate was to declare New Earth unsafe. The automatic quarantine lasts for one hundred years."

"So the two of you stayed here," he said gently, getting up and going to her. "On your own, for all these years." He found all his anger and dislike towards her vanish in that instant. What she had done was so selfless and so loving. She had stayed to look after not only the Face of Boe, but every human left on New Earth.

"We had no choice," she told him.

"Yes, you did," he said kindly, taking her hands in his.

"Save them, Doctor," Boe pleaded. "Save them."

* * *

"How much air is left?" Cheen asked quietly. It was getting very hot in the car and it was already hard to breathe.

"Two minutes," Milo replied just as quietly.

"Well, there's always the Doctor," Rose said. "That friend of mine. He'll think of something."

"Rose, no one's coming," Milo told her.

"He's coming," she said adamantly. Tears sprung to her eyes.

"He looked kind of nice," Cheen said comfortingly.

"He's more than nice!" she said. "He's fantastic… and a little bit foxy." She giggled to herself.

"Are you and him…?" She started to ask, but Rose answered before she finished.

"Oh no, no, no. We kind of live together, but we're just friends. We've been travelling together for over two years. Sometimes we pick up some friends every now and then. But it's always me and him. We look after one another. We're all each other have."

"That sounds like a little more than friends." Milo said with a raised eyebrow.

"If only," she mumbled, then hopped neither of them had heard her. She couldn't believe she'd said that out loud.

"I never even asked," Cheen said. "Where's home?"

"It used to be very, very far away," Rose smiled. "But I started travelling and now home is everywhere… Home is sitting back in an alley in Pharmacy Town." Then before the thought had even formed in her head she said, "Actually, home is probably chasing after me as fast as he can."

Milo and Cheen smiled at each other knowingly. "So, um, who is he then? This Doctor?"

"Just a traveller," she replied, a smile on her face. "But he is brilliant. He has saved so many world so many times, and has never even once asked for a thank you. He just loves the adventure and helping people. He's kind, and curious, and funny. He brightens the world of whoever's life he touches. He teaches them a better way…"

"He sounds like more than just a traveller." Chen smiled.

"No he is. He's just a madman with a blue box… and me. That's all he has. And we're going to keep it that way. I won't let him lose anything else. To you he may just be a stranger, but you haven't seen the things he can do. But he'll get us out of here, just you wait. Because you've got your faith, your songs and hymns. And I've got the Doctor. If there's anything I believe in, it's him."

They sat in silence for a second, then Milo took a deep breath.

"Right," he said. He reached up and turned the engines back on. He took Cheen's hand for a moment. "Good luck," he said to Rose.

"And to you," she said. Then he flew the car up and they began the frantic roller coaster ride of dodging the creatures.

* * *

The Doctor was looking at the schematics of the motorway when suddenly dot representing a car appeared out of nowhere in the fast lane. His face lit up and his hopes flared when he saw the number.

"Car 4-6-5-Diamond-6, it still registers! That's Rose!" he cried in delight. "Oh she is brilliant!" He had to get Rose out of there. But he knew how he could save her and the rest of the city. "Novice Hame, hold that in place," he said getting her to hold a cable. "Think, think, think," he muttered tossing around cables and flicking switches. "Take the residual energy, invert it, feed it through the electricity beds."

"There isn't enough power," Hame told him.

"Ah, you've got power! You've got me! I'm brilliant with computers, just you watch. Hame, every switch on that bank up to maximum!" he continued to run around tweaking switches and screens, using the sonic-screwdriver where necessary. "I can't power up the city, but all the city needs is people."

"So what are you going to do?" she asked as he ran back over to one wall.

"This!" he cried pulling a lever. But suddenly all the computers powered down with a whirr.

"No, no, no, no, no, no!" He ran back to his spot on the floor and used the sonic. He had cables looped around his shoulders and was working frantically. He knew that Rose wouldn't have long if the car was back on. "The transformers are blocked. The signal can't get through."

"Doctor…" Boe tried to say.

"Yeah, hold on, not now," he brushed him off, still frantically trying to fix things.

"I give you my last…" his words were cut off as the Face of Boe gave his life force to keep the power running. Every computer switched back on and the power came back. The Doctor's face lit up, despite the fact Boe was now in very bad shape, breathing heavier and looking tired.

"Hame, look after him," he ordered, jumping up and ran to the lever again. "Don't you go dying on me, you big old face! You've got to see this." Then he threw the switch. "The open road. Ha!" Seeing a camera and a transmitter he ran over to that. "Is this where Sally Calypso broadcasted from?"

"Yes, but she was just a recording, a hologram," Hame said as she attended to Boe.

He used the sonic-screwdriver to get it going and smiled when a light showed him broadcasting. "Sorry," he said to everyone on the motorway. "No Sally Calypso, she was just a hologram. My name's the Doctor. And this is an order. Everyone drive up. Right now. I've opened the roof of the motorway. Come on. Throttle those engines. Drive up. All of you, the whole Under-city. Drive up, drive up, drive up!" he cried getting happier by the moment as he saw cars starting to emerge into the city, through the window. "We've got to clear that fast lane. Drive up and get out of the way. Oi! Car 4-6-5-Diamond-6! Rose! Drive up! And Martha, can you reach me? What car are you in? Get up here, both of you!"

"Did I tell you, Doctor? You're not bad, sir. You're not bad at all!" Brannigan cried happily down the line. The Doctor grinned.

"You keep driving, Brannigan, all the way up" he said happily, going over to look out the window. "'Cause it's here, just waiting for you. The city of New, New York. And it's yours." He watched in delight as billions of cars drove out off the motorway. "And don't forget, I want that coat back."

"I recon that's a fair bargain, sir."

"Doctor!" Martha's voice cut in. "You did it!" she cried delightedly. "I'm in car 4-3-Triangle-9-7. We're out in the open."

"Yes!" he said. But there was still one part of him filled with dread. He still hadn't heard from Rose. Had she gotten out okay?

"Doctor!" her relieved cry came across.

"Rose! Ha, ha! Yes! Alright, car 4-6-5-Diamond-6, and car 4-3-Triangle-9-7, I've sent you a flight path. Come to the Senate." He practically shouted happily.

"I'm on my way." He could practically see her beautiful grin from here. He couldn't wait to feel her in his arms again and know that she was finally safe and home.

"It's been a while since I saw you, Rose Tyler," he said affectionately.

"You cant live without me, can you?" she teased.

"Doctor!" Novice Hame cried before he could reply. He looked over, and his face fell in horror as he saw that the Face of Boe's glass was cracking.

* * *

Rose hugged Cheen and Milo goodbye and wished them Good luck. They had been through an awful lot together in the last few hours. And they really were sweet. She had been scared they weren't going to make it for a moment, back when they had been caught by one of the crab creatures.

Walking up into the Senate, she saw Martha already there, making her way up.

"Martha! She cried. Martha turned and her face lit up in relief.

"Rose!" then the two women ran to each other and embraced. "Oh my god, are you okay?" Martha asked, looking Rose ever.

"I'm great now..." she stopped dead when they entered the main chamber. Everywhere they looked, skeletons sat. There was even one lying, twisted, on the floor before them.

"Doctor?" Martha said quietly.

"Over here," his voice came from not too far away.

"What happened out there?" Martha asked as they ran around the corner. But she still had a smile on her face.

Rose was grinning ear to ear. She couldn't wait to wrap her arms around the Doctor, knowing she was back home again. But the sight before her made her face fall. The Doctor was kneeling on the ground with an older looking Novice Hame, in front of the Face of Boe. His glass encasing was shattered and he did not look well at all.

"Oh, Boe," Rose cried running over to him.

"What's that?" Martha said wearily, still standing back at the doorway.

"It's the Face of Boe," the Doctor told her. "It's alright. Come and say hello." Slowly Martha made her way over to them and knelt down. "And this is Hame. She's a cat, like Brannigan. It was Boe that saved you Rose, not me."

"My Lord gave his life to save the city," Hame said mournfully. "And now he is dying."

"Don't say that," the Doctor told her harsher than he intended.

"Come on Boe," Rose begged. "That's the second time you've saved my life. You can't die now." She knew it wasn't directly him, but she still counted that question about him when she was on the Weakest Link on Satellite 5.

"Many more times than that," Boe's raspy laugh sounded in her head. "Rose Tyler. Just as beautiful as the night I first saw you. Big Ben glowing in the fire light."

"What?" she laughed. "That wasn't the first time we met." By the look the Doctor gave her, she knew she was the only one who could hear him.

"You may have met me on Platform 1, but where I met you is a different matter." He said mysteriously, smiling slightly.

"So we've met before… or well… I'll see you again?"

"Both, my dear friend. And Rose, I'm sorry for the pain you must suffer…" he said sadly.

"What...what are you talking about?" she said fearfully. She didn't like the sound of that. And yet oddly his ominous words gave her a sense of anticipation.

"It's good to breath the air once more," he rasped. This time Rose knew that everyone could hear him.

"Who is he?" Martha asked.

"I don't even know," the Doctor said looking up at her, sad wonder on his face. "Legend says the Face of Boe had lived for billions of years. Isn't that right?" he asked Boe. "And you're not about to give up now."

"Everything has it's time," he replied, reminding him and Rose of something Sarah Jane once said. "You know that, old friend, better than most."

"The legend says more," Hame prompted.

"Don't," he said, his voice a little harder. "There's no need for that." Boe could make it. He didn't want to know the secret if it meant his life was coming to a close.

"It says that the Face of Boe will speak his final secret to a traveller."

"Yeah, but not yet. Who needs secrets, eh?" he said trying to get her to stop. Rose placed her hand over his and he twined his fingers through hers.

"I have seen so much," Boe gasped. "Perhaps too much. I am the last of my kind. As you are the last of yours, Doctor."

Rose squeezed his hand tighter. "That's why we have to survive," he said, his voice straining as if he were holding back tears. "Both of us. Don't go."

"I must," Boe said. "But know this, Time lord. You are not alone." With these last words, he opened his mouth to speak them, rather than in their heads. Slowly his eyes closed and he let out his last breath.

The Doctor, who had been on the verge of tears, now sat staring uncomprehendingly at the Face of Boe. What could he have meant? There was no way there could be anyone else out there. He would know. Still in shock he stood, helping up Rose, who had silent tears running down her face. He held her to him. Not quite the reunion hug they had wanted, but it was what they both needed.

Beside them Hame began to sob. There was nothing they could do for her. And there was nothing they could say.

* * *

Much later, after talking with Hame about what she could do to help the city. And after the Doctor had his coat back from Brannigan, they walked back through the alleys of the Under-city towards the TARDIS. He hadn't let go of Rose's hand since she had taken it once again after they had embraced. He didn't want to let it go, and unknown to him, neither did she.

As they walked into the alley with the pharmacy stalls he noticed how abandoned it looked. All the stalls had signs saying 'Closed until further notice'.

"All closed down," he said brightly.

"Happy?" Martha asked, smiling.

"Happy-Happy," he joked. "New, New York can start again," he said in the same bright tone as he swung Rose's arm. "And they've got Novice Hame… Just what every city needs, Cats in charge!" Laughing Rose bumped into him playfully. "Come on," he said. "Time we were off." They began to walk off, but Martha had stayed put.

"But what did he mean, the Face of Boe?" she asked. They stopped and turned around. "You are not alone."

"I don't know." He said casually, but Rose felt his grip tighten

"You've got us," she suggested. "Is that what he meant?"

The Doctor shook his head in amusement. "As nice a thought as that is, no. I don't think so. Sorry."

"Then what?"

"Doesn't matter," he said, brushing it off. "Back to the TARDIS. Off we go." He and Rose turned and started walking again. Seeing the look on Rose's face he became concerned. He remembered the fear in her voice when she had tried to ask Boe what he had meant. He wished he could have heard what was said.

"Are you alright?" he whispered.

"Yeah, I'm fine," she replied quietly. "You?"

"I'm fine," he told her. They looked at each other and smiled sadly. They both knew the other was lying. So they gave a reassuring squeeze. Then, suddenly they noticed that Martha hadn't moved and they turned back yet again. She was sitting on a chair she had pulled from the ground. She was sitting with her arms folded, looking very stubborn. "Alright, you staying?" he called back.

"Until you talk to me properly, yes," she said moodily. "He said 'last of your kind'. What does that mean?"

"It really doesn't matter," he said, trying and failing to appear flippant.

"You don't talk," she said in annoyance. "You never say! Why not?" Around them the sound of the city singing rose up. Martha looked about in wonder, captivated by the beauty of such faith. "It's the city," she whispered. "They're singing."

The Doctor looked down at Rose; she was looking up at him sympathetically. She brought his hand up to hers so his was encased within them. He could feel her giving him the strength to say what pained him so. But still it was hard, he stood there for a moment longer, searching for the words.

"I lied to you," he finally said, tears coming to his eyes. "I lied, because I liked it. I could pretend. Just for a bit I could imagine they were still alive. Underneath a burnt orange sky." His hearts ached seeing the shock and sympathy spread across Martha's face. "I'm not just a Time Lord. I'm the last of the Time Lords. The Face of Boe was wrong. There's no one else."

"What happened?" she said.

Slowly, with Rose at his side, he walked back over to Martha and picked up a chair for them both. Sitting down he took a deep breath. He had ever told anyone the full story before. Even Rose only knew bit's and pieces.

"There was a war," he started looking her in the eyes. "A Time War. The last Great Time War. My people fought a race called the Daleks, for the sake of all creation. And lost. They lost. Everyone lost. They're all gone now. My family, my friends, even that sky." Tears came to his eyes and he looked off distantly, seeing a long dead world before him. "Oh, you should have seen it, that old planet. The second sun would rise in the south, and the mountains would shine. The leaves on the trees were silver, and when they caught the light every morning, it looked like a forest on fire. When the autumn came, the breeze would blow through the branches like a song…"

Rose and Martha listened in absolute enthrallment as he told them of Gallifrey. At many moments he had nearly burst into tears. But Rose never let go of his hand. And he knew, that no matter what he would face, and no matter what he had lost. He would always have her.

**A/N: OK, everyone who knows who the Face of Boe is, we can agree he would flirt with Rose on his death bed. And I'm enjoying writing this, and the twists that hint at something in Rose's future. Also, to The Lord Writer, can you tone down the reviews? I appreciate them, but I don't need them in all caps, just letting me know what you think is fine. To everyone else, review and let me know how I'm doing!**


	13. Daleks In Manhatten, The Mystery

Rose had begged him yet again to take Martha on another 'detour' trip, since their last one had been ruined by her kidnapping. He had ooh-ed and ah-ed, pretending that it was a hard decision. He wanted to take Martha on more trips anyway, he just wanted to see that adorable look on Rose's face a little more. Rose, knowing him so well, most likely knew that he was making a show of it. Though she probably thought it was more at Martha's expense.

He smiled as he placed in the co-ordinates for New York, the original Earth one this time. He didn't know why, he just seemed to be in a New York phase. He didn't really care when, just as long as he landed them outside the Statue of Liberty. He loved that green lady. She was huge and green and looked like a human! …Well, actually, that sounded a bit like the Azradonians. But either way, the Statue of Liberty was brilliant. And he remembered Rose had mentioned wanting to see her once.

Soon the TARDIS had materialized and they were stepping out into the crisp, cool New York air.

"Where are we?" Martha asked him excitedly.

"Ah, smell that Atlantic breeze," he said exuberantly. "Nice and cold. Lovely. Rose, Martha, have you met my friend?" They all looked right up towards the Statue of Liberty and the girls gasped in delight. "No, really," he said. "The model was a friend of mine. Good old Charlotte Bartholdi."

"Is that?" Martha gasped. "Oh my god! That's the Statue of Liberty!"

"You've really got a thing for New York at the moment, don't you?" Rose laughed.

"So what if I do?" he shrugged happily. "Besides, you did say you wanted to see 'her'. Gateway to the New World. 'Give me your tired, your poor, your huddled masses yearning to breathe free…'" he quoted.

"That's so brilliant!" Martha cried, already starting to pick up on his speech patterns, much like Rose had. "I've always wanted to go to New York. I mean the real New York, not the New, new, new, new, new…"

"New, new, new, new…" Rose carried on. Soon the two girls were in fits of laugher as they tried to guess how many 'news' they had done. He found himself grinning ear to ear. It was nice to see them laughing like that together… plus they had gone over fifteen about 10 seconds ago.

He led the two giggling girls to the edge of the island where they looked out over Manhattan. "Well, there's the genuine article," he told them. "So good, they named it twice, right Rose?" he winked. "Mind you, it was New Amsterdam originally. Harder to say twice. No wonder it didn't catch on. New Amsterdam, New Amsterdam."

Absentmindedly Rose started to hum 'New York, New York' as she looked about and started to wonder a little. She knew the Doctor hated her wondering, but she wasn't planning on going far, just looking around and taking in the view.

"I wonder what year it is? 'Cause look," Martha said pointing over to the city, "the Empire State Building's not even finished yet."

"Work in progress," he said. "Still got a couple of floors to go, and if I know my history, that makes the date somewhere around..."

"November first, 1930," Rose cut him off. She barely even realized the words had just left her mouth before she blinked. She had no idea where they had come from. It was almost as if she knew… Seeing a newspaper left on the bench beside her, she picked it up to look at the date and was astounded that she had been correct.

"You're getting very good at this," the Doctor said impressed, turning. He noticed the news paper she was holding then. He no doubt believed that she had just read it off the paper… perhaps it was better that way. There was no point in getting him panicked over nothing.

"Eighty years ago," Martha said looking at the paper as Rose handed it over to the Doctor. "It's funny 'cause you see all those old news reels in black and white like it's so faraway. But here we are. It's real, it's now!"

"Oh, 1930!" Rose sighed. "Blues and just that little bit of swing coming into things. Putting on the Ritz. Hell's Angels. Three little words. Those regular stage shows that you see in films!"

"Come on, you," Martha nudged him. "Where do we go first?"

"I think our detour just got longer," he told them showing them the headline.

"_Hooverville Mystery Deepens_," Rose read.

"What's Hooverville?" Martha asked.

* * *

Together the three of them strolled through what Rose assumed was Central Park. It really was quite beautiful here.

"Herbert Hoover, 31st president of the USA, came to power a year ago," the Doctor was telling them. "Up till then New York was a boom town, the Roaring Twenties, and then…"

"The Wall Street Crash, yeah," Martha said. Rose wouldn't have known that one, she was never really interested in the political and economic side of history. "When was that, 1929?"

"Yea. Whole economy wiped out over night. Thousands of people unemployed. Suddenly the huddled masses doubled in number with nowhere to go. So they ended up here in Central Park."

"What?" Rose cried aghast. "You mean they actually live in the park? In the middle of the city?" He raised his eyebrows in confirmation.

It was then that they came across a make shift gateway. The sign above them read 'Hooverville'. All around them were poorly pitched tents and small wooden... well, you could barely even be called cabins. Everywhere there were small fires burning and cold rugged looking people gathered around them for warmth. Many of them looked half starved and as if they hadn't changed in weeks. Rose's eyes filled with sadness and she had to work on keeping her mouth from falling open. She had never seen something quite so horrible. She had seen some pretty bad things in the last few years… but this was different.

"Ordinary people, lost their jobs," he said sadly. "Couldn't pay the rent and they lost everything. There are places like this all over America. You only come to Hooverville when there's nowhere else to go."

Around them people gave them looks. It was as if upon seeing them that they knew they didn't belong there, with the rest of the unfortunate. Rose knew that these people thought they had come here as if it were some sort of tourist attraction. Or that they may have just come here themselves.

Up ahead they heard some shouting and they walked towards the squabble.

"You thievin' lowlife!" one man cried, punching the other. Rose went to move forward to break them up, she couldn't stand fighting, but the Doctor held her back a second. He didn't want her to get in the way and get hurt. She had no idea how volatile some of these desperate people could be. "All morning, I waited in the bread line, for a single loaf!"

"I didn't touch it!" the other man shouted back.

"Cut that out!" called an older dark man. The two men continued to fight. "Cut that out! Right now!" he pulled the men apart, holding them arms length away from each other.

"He stole my bread!" the first man shouted furiously, pointing at the man while trying to get to him.

"That's enough! Did you take it?" the older man, who was obviously in charge, asked.

"I don't know what happened. He just went crazy!" the alleged thief cried. The first man lunged at him and the man in charge held him back.

"That's enough!" he said starting to get angry. Around them, people started to gather. He turned to the 'thief'. "Now, think real careful before you lie to me," he said sternly.

The man squirmed uncomfortably before he looked at the man.

"I'm starvin', Solomon," the thief whined. Solomon held out his hand and grudgingly the thief pulled a loaf of bread from under his coat and handed it over.

"We're all starvin'," Solomon said roughly, breaking the loaf in half. He handed one half to each man. "We all got families somewhere. No stealin' and no fightin'. You know the rules. Thirteen years ago I fought in the Great War. A lot of us did. And the only reason we got through was because we stuck together! No matter how bad things get, we still act like human beings. It's all we got."

With a hard look at each other, the men parted ways and people slowly began to disperse.

The Doctor looked at Solomon. He liked him. In a different time and situation he probably would have made one hell of a president. He was good and from the look on Rose's face, she felt the same.

"Come on," he ushered the girls over to him. "I suppose that makes you the boss around here," he said catching Solomon as he was about to walk off.

"And, who might you be?" he asked, looking them up and down.

"I'm Rose. Martha. And he's the Doctor," Rose said pointing to them each in turn.

"A doctor," Solomon laughed. "Well, we got, uh, stockbrokers, we got a lawyer. But you're the first doctor. Neighborhood gets classier by the day!" he tried to warm his hands over the fire.

"How many people live here?"

"At any one time, hundreds. No place else to go. But I will say this about Hooverville. We are truly an equal society. Black, white, all the same, all starving. So you're welcome, all three of you." he looked them up and down a moment. "Though, I gotta say, you don't exactly look hungry."

"No," the Doctor said. "We're more… sort of visiting." He finished uncomfortably.

"Come to see the freak show?" Solomon said coldly.

"That's not fair," Rose said. "We just came to help."

"Did you bring money? Food? Firewood?" he asked her.

"No," Martha said before anyone else could say anything.

"Then what kind of help did you bring?" he said harshly.

"Oh,Hold on, hold on, wait…" Rose said remembering something. She reached into her pocket and pulled out a typical wallet and looked through it, her hand almost seeming to disappear through it.

"Where did you get that from?" the Doctor asked her, confused where she had found that. "And since when did you bother carrying a wallet?"

"Since last Christmas," she told him. "I didn't really want a repeat of the taxi fiasco or anything so I looked for a wallet in the wardrobe. Found this one. It's pretty big if you know what I mean. And it was full with all kinds of money. It was kind of hard sorting it. –Oh, here we are. American, 1900's." She pulled a few hundred dollar bills from inside. She handed the notes to Solomon. "I would say 'Don't be greedy', but you seem like a very decent guy. These are your people, you look after them," she smiled.

"This has got to be about $900!" he said in disbelief. "I can't take this! You'll end up in here yourself." He tried to hand them back, but Rose didn't move to take them.

"Oh, well be fine," the Doctor grinned at how sweet and kind and thoughtful… and smart Rose was. "And trust me, you might wanna take that. She doesn't take well to people not accepting gifts." This unfortunately he had learned that through personal experience.

With a sideways look at Rose, Solomon smiled, nodded and pocketed the money. "Thank you," he said. "I'm afraid not many are as kind as you. Tell me Doctor, you're a man of learning, right? Explain something to me."

He walked them over to a clear spot and pointed to the Empire State building. "That there's going to be the tallest building in the world. How come they can do that, and we got people starving in the heart of Manhattan?"

The three of them had no answers for him so he walked away.

"That," the Doctor said with a smile, hugging Rose to his side. "Was incredibly sweet." It really wasn't hard at all to see why he had falle-… decided to take her with him.

"Well, he needed it more than us. And we can always get more. When you need help, you need help," she looked down at the paper in his hand. "And these people really need help. I couldn't just sit by."

"I know you couldn't," he smiled.

"Should we go ask him about the missing people now?" Martha suggested.

They made their way over to Solomon as he chucked an old pot of coffee out.

"So…" he held up the paper to Solomon. "Men are going missing. Is that true?" Solomon looked at him and took the paper.

"It's true alright. He pushed aside a flap of canvas and stepped inside his tent, then held it open for the other three to enter.

"But what does missing mean? Men must come and go here all the time. It's not lie anyone's keeping a register," the Doctor said as they sat down on a makeshift bed.

"This is different," Solomon held up the paper.

"In what way?" Rose asked.

"Someone takes them, at night," he replied after a long pause. "We hear something. Someone calls out for help. By the time we get there, they're gone. Like they vanish into thin air."

"And you think someone's taking them?" the Doctor asked.

"Doctor," Solomon said. "When you got next to nothing, you hold on to the little you go. Your knife, blanket, you take them with you. you don't leave bread uneaten, fire still burning."

"Have you been to the police?" Martha said in a low, concerned voice.

"Yeah, we tried that," he said dejectedly. "Another deadbeat goes missing, big deal."

"So who's taking them?" Rose wondered aloud.

"And what for?" the Doctor added, rubbing his chin.

Just then a boy, about eighteen or nineteen, popped his head into the tent.

"Solomon!" he said in a strong Tennessee accent. "Solomon, Mr Diagoras is here." Quick as anything, Solomon got up and followed the boy out.

* * *

Up the front, at the gates, stood three well dressed men. The two on the sides were clearly just for show. The man who stood higher up in the middle called out and addressed the men.

"I need men," he called. "Volunteers. I got a little work for you, and you sure look like you could use the money."

"Yeah, and what is the money?" the boy asked as they walked up.

"A dollar a day," Mr Diagoras said, as if a dollar was more than reasonable. The men gathered around grumbled.

"What's the work?" Solomon called cautiously.

"A little trip to the sewers. Got a tunnel that collapse, needs cleaning and fixing. Any takers?" he asked after a short pause, looking around expectantly.

"Dollar a day, that's slave wage," Solomon told him. "Men don't always come back up, do they?" This got the Doctor's attention.

"Accidents happen," Diagoras said, sounding far too cavalier.

"What do you mean?" the Doctor asked. "What sort of accidents?"

"You don't need the work? That's fine," Diagoras avoided the question. "Anyone else?" The Doctor raised his hand in the air. "Enough of the questions!" He snapped.

"Oh, no, no, no, no. I'm volunteering," he grinned. "I'll go." In less than a second Rose's hand was in the air too. He wasn't going to go anywhere without her. And indeed he didn't want to. The Doctor looked at Martha, and with a grudging look, she slowly raised her hand in the air.

"I'll kill you for this," she hissed to him. He gave a small chuckle and looked at Rose. Rose who would follow him anywhere.

"Anyone else?"

The boy's hand flew up in a shot. Looking at the Doctor, Rose, Martha and the boy, Solomon slowly raised his hand after a pause.

When people started walking away it became clear that no one else was going with them.

* * *

The six of them climbed down into the dark dank sewers. Rose crunched her nose and silently reminded herself that she'd been in worse.

"Turn left," Diagoras told them. "Go about half a mile. Follow Tunnel 273. Fall's fight ahead of you. Can't miss it."

"And when do we get our dollar?" the boy, who's name was Frank, asked somewhat skeptically.

"When you come back up."

"And if we don't come back up?" the Doctor said in a low voice. He was starting to sense what was going on here.

"Then I got no one to pay." He said casually.

"Don't worry. We'll be back," Solomon warned him, shining the light in his eyes.

"Let's hope," Martha said dejectedly. Rose gave her a playful nudge to lighten her spirits. There was no point in being pessimistic in her opinion. Everyone made their way down the tunnel, but she noticed that the Doctor was till standing there, staring Diagoras down, eyes narrowed. She stood at his side and stood taller. The look in her eyes was pure ice. She knew why the Doctor was so suspicious. She just got this very strong feeling from Diagoras, like he was going to be something very bad. Finally, he took her hand and they followed the others.

"We just gotta stick together," Frank was saying. "It's easy to get lost. It's like a huge rabbit warren. You could hide an army down here." This sent a shiver down Rose's spine. Yes, yes you could hide an army in a place this big. So why did that make her nervous?

* * *

The team continued on in silence for a while. Solomon in the lead. The Doctor and Rose following close behind. Martha and Frank were bringing up the rear.

"So what about you, Frank?" Martha broke the silence, attempting at idle chit-chat. "You're not from these parts, are you?"

"Oh, you can talk!" he laughed. "No, no, I'm from Tennessee, born and bred."

"So, how come you're here?"

"Uh, my daddy died. Mama couldn't afford to feed us all. So, I'm the oldest, up to me to feed myself. So put on my coat, hitched up here on the railroads. There's a whole lot of runaways in camp, younger than me. From all over; Missouri, Oklahoma, Texas… Solomon keeps a lookout for us." He smiled up at the man who he clearly saw as a farther figure. "So, what about you?" You're a long way from home."

"Yeah, I'm just a hitcher too," she told him.

"You stick with me, you'll be alright," he assured her.

"So, this Diagoras block," the Doctor said to Solomon. "Who is he then?"

"A couple of months ago, he was just another foreman," Solomon told him. "Now it seems like he's running most of Manhattan."

"How'd he manage that?" Rose asked, her curiosity rising.

"These are strange times. A man can go from being king of the hill to the lowest of the low over night. It's just for some folks it works the other way round." Solomon snorted.

But the Doctor was hardly listening anymore. His attention had been caught by something else. He stared down at the ground where he had focused his light.

"Whoa!" he said when they got closer and saw it was some sort of jellyfish like brain that was glowing a sickly green color.

"What is that?" Rose asked in disgust, kneeling down beside it with the Doctor.

"Is it radioactive or something?" Martha asked, joining them. Frank and Solomon just stood staring at it, Frank looking rather green himself.

A foul smell emanated from it. Both Rose and Martha found themselves gagging. "It's gone off, what ever it is," Rose gasped as they both covered their noses. The Doctor put on his brainy specks and carefully picked the slimy brain blob up.

"And you've got to pick it up," Martha sighed. He brought it up to his face and sniffed it, making Martha gag again.

"Oh, please don't lick it!" Rose cried seeing that look in his eyes she knew far too well. He looked up at her and laughed, a huge grin on his face.

"I don't lick everything, Rose," he said still laughing. Rose raised her eyebrows and he laughed harder.

"You would have licked that goose looking thing back on Hurio if I hadn't stopped you!" Playfully he wiggled the green thing closer to her face. Giggling she fell backwards as she tried to avoid it.

"Okay, okay," he said settling down again. "Martha, can you shine your torch through it." Martha complied. "Composite organic matter… Medical opinion?"

"It's not human," she said. "I know that."

Rose looked at it closer. It reminded her of something. Something that gave her cold shudders of foreboding down her spine. Some kind of brain like blob… And was that meant to be an eye in the middle? What on Earth, or not Earth as the case may be, did it remind her of?

"No," he said almost gleefully. "It's not. And I'll tell you something else." He stood. "We must be at least half a mile in and I don't see any sign of a collapse, do you?" The others looked around, fear creeping into their eyes. "So why did Mr Diagoras send us down here?"

"Where are we now?" Martha asked. "What's up above?"

"Well…" he said cocking his head to the side for a second in some sort of shrug. "We're right underneath Manhattan." He looked up to the dirty dripping roof above him and everyone else followed suit. They were all eerily quiet. And silently he slipped his hand into Rose's, to comfort her… At least, that's what he told himself.

Now with a bit more urgency, the five of them made their way through the tunnels. Looking closely for any signs of a collapse. Eventually, they had to accept that the Doctor was right.

"We're way beyond half a mile," Solomon grumbled. "There's no collapse, nothing."

"So that Diagoras bloke was lying, yeah?" Rose said flatly, not at all surprised.

"Looks like it," the Doctor replied, feeling the same way.

"So why did he want people to come down here?" Frank said. Rose. saw the Doctor smile slightly. He liked it when people asked the right questions.

"Solomon," he said. "I think it's time you took these three back. I'll be quicker on my own." He tried as hard as he could not to look at Rose's pointed glare and he knew what was coming next. But just as she opened her mouth to argue, a strange squealing noise echoed though the tunnels, causing them all to jerk and look around.

"What the hell was that?" Solomon said in a low voice.

"Hello?" Frank shouted.

"Shh!" Martha hushed at the same time that Solomon whispered, "Frank!"

"What if it's one of the folk gone missing?" he protested. "You'd be scared, half-mad down here on your own."

"If they stayed down here, I don't think they're coming back," Rose said quietly.

"Do you think they're still alive?" the Doctor asked the two of them.

"Heck, we ain't seen no bodies down here," he said. "Maybe they just got lost."

Around them came the echoing squeal again and they all turned, trying to pinpoint the direction.

"I know I never heard nobody make a sound like that," Solomon said.

"Unless a pig got down here," Rose joked trying to lighten the mood a little.

"Sounds like there's more than one of 'em."

"This way," the Doctor nodded to a tunnel.

"No, that way," Solomon countered, his light shining down another.

As she looked around, Martha's torch fell upon a strange, hunched figure, huddled in the corner.

"Doctor…" she whispered fearfully. Slowly they all turned and pointed their torches at the creature.

"Who are you?" Solomon asked.

"Are you lost?" Frank asked, his voice shaking a little. "Can you understand me? I-I've been thinkin' about folk lost…"

"It's alight, Frank," the Doctor said, stopping him form moving forward. Frank was pretty freaked out, but he was being so brave. "Just stay back let me have a look." he turned towards the creature, making his way to it, and addressed it. "He's got a point though, my mate Frank," he started. "I'd hate to be stuck down here on my own. We know the way out. Daylight. If you want to come with us." He squatted down and shone the light at it's face so he could see. It looked like some sort of cross between a pig and a man. "Oh, but what are you?" he said sympathetically. His voice sent shivers down Rose's spine. If he didn't know what it was…

"Is, uh, that some kind of carnival mask?" Solomon asked, trying to convince himself it was alright.

"No, it's real," the Doctor said sadly. Rose shuddered again. She knew that it meant it could only have been human. "I'm sorry," the Doctor said to it quietly. "Now listen to me. I promise I can help. Now who did this to you?"

He was so focused on the poor creature that he didn't notice she shadows creeping up on them.

"Doctor, I think you'd better get back here," Martha told him. More of the pig-men creatures had come into the passage, just in front of him.

"Doctor!" Rose said a little more urgently. He looked up and saw what they did.

"Actually," he said, standing and backing towards them. "Good point." Slowly the pig-men advanced on them.

"They're following you," Martha said, panic creeping into her voice.

"Yeah, I noticed, thanks." He slipped his hand into Rose's. "Right then, Rose, Martha, Frank, Solomon…"

"What?" Rose said, gripping his hand tightly as the pig-men continued to advance.

"Um, basically… run!" All five of them turned and fled down the tunnel, the pig-men hot in pursuit. They kept running down the tunnel, until they came to a turn off. Martha stopped dead, her hands in the air, and blocked their way.

"Where are we going?" she cried in panic.

"This way!" the Doctor cried, pushing past her and dragging Rose down the right hand tunnel. The further he could get Rose away from these things the better. The pig-men still followed. They kept running, right past a tunnel with… Wait! He ran back and looked down it.

"There's a ladder! Come on!" he cried, and pulled Rose towards it. Behind him the others followed. Letting go of Rose's hand he pulled out the sonic and had the top off the ladder in no time. In just a few seconds, he, Rose and Martha were in the room above. But Solomon and Frank weren't up yet.

"Frank! Frank!" Solomon called. He was soon up the ladder. Then a few seconds later Frank was climbing the ladder. But so were the pig-men. "Come on, Frank!"

"Come on!" the Doctor cried as they put down their hands to help him up. The shouted as the pig-men surrounded him and tried to pull him down. They tried to hold on as tight as they could. But the two of them only had his hands, and the many pig-men had his whole body. After a few seconds of struggling, he was ripped from them.

"Frank!" Solomon cried.

"No!" the Doctor shouted. In the next second Solomon was pushing the Doctor out of the way and closed the man hole over an advancing pig-man.

"We can't go after him," Solomon shouted as the Doctor leaped up and tried to go back down.

"We gotta go back!" he cried. "We can't just leave him!"

"No! I'm not losing anybody else!" Solomon retorted.

Rose covered her mouth in horror at the thought of what they would do to Frank. She was also shaken by how similar Solomon's words were to what the Doctor said. Beside her Martha covered her mouth too and looking at each other they clung together. Rose knew what the Doctor was like, she feared he would go after Frank. And she knew she couldn't stop him. If he did she would go with him. But for now all she could do was hold on to Martha and hope, as much as she wished Frank safe, that the Doctor wouldn't go.

"Those creatures were from hell!" Solomon shouted. "From hell itself! If we go after them, they'll take us all! There's nothing we can do. I'm sorry." They could hear the pain in his voice. He had really cared for Frank.

Suddenly they heard a click, and a platinum blonde stepped out from behind a tall shelf and pointed a gun at them.

"Alright then, put 'em up!" she said. Martha's hands were up like a shot, the other three put their hands up a little slower. Rose groaned, she hated guns almost as much as the Doctor did. The blonde cocked the gun with some difficulty. She clearly didn't know how to handle it… that didn't mean she couldn't shoot. "Hands in the air, and no funny business," she went on. Finally when everyone's hands were where she could see them, she continued. "Now tell me, you schmucks, what've you done with Lazlo?"

"Who's Lazlo?" Martha said incredulously. The blond looked at them calculatingly.

"Alright, walk," she commanded. "This way, come on. Move your ass!" She moved the gun, indicating for them to walk out. Cautiously they filed out, the Doctor made sure he was standing in between Rose and the girl with the gun. She didn't looked absolutely harmless and otherwise quite cute, but any idiot with a gun could be dangerous.

"So… who is Lazlo, then?" Rose asked when they were standing in the doorway to her dressing room. The woman was sitting at her mirror, the gun lazily pointed at them.

"Lazlo's my boyfriend," she told them. "Or was my boyfriend until two weeks ago." She turned to look at them. "No letter, no goodbye, no nothin'. And I'm not stupid." She began waving the gun about precariously at her head and back to them, causing everyone to back up a little. "I know some guys are just pigs, but not my Lazlo. I mean, what kinda guy asks you to meet his mother before he vamooses?"

"Might… might just help if you put that down," the Doctor stammered.

"Huh?" She looked down at the gun in her hands. "Oh, sure." Still flicking the gun about, she tossed it casually onto the couch beside it. Everyone flinched or jumped back. "Oh, c'mon!" she laughed. "It's not real. It's just a prop. It was either that or a spear."

A relieved giggle bubbled its way out of Rose and the Doctor sighed in relief. A still mostly worried Martha pushed her way to the front.

"What do you think happened to Lazlo?" she asked.

"I wish I knew," the woman said. "One minutes he's here, the next – Zip – Vanished!"

"Listen, ah…" The Doctor realized he didn't know what to call her. "What's your name?"

"Tallulah," she replied.

"Tallulah."

"Three 'L's and an 'H'."

"Right. Um, we can try and find Lazlo, but he's not the only one. There are people disappearing every night," he told her.

"And there are creatures," Solomon added. "Such creatures."

"What do you mean 'creatures'?" she said suspiciously.

"Look. Listen, just trust me," the Doctor said, his hands in his pockets. "Everyone is in danger. I need to find out exactly what this is." He pulled the green blob out of his pocket and held it out. Rose hadn't even noticed him put it in there which sadly, she realized, was strange, because she noticed most everything he did. "Because then I'll know exactly what we're fighting," he finished.

"Yeuch!" she said leaning back, a disgusted look on her face.

Then the Doctor started listing off items he would need. This list soon turned into a stream of techno-babble as he fruitlessly tried to explain what he was doing. Of course the words were so complicated that not one word of it sounded English. Everyone just looked at him in bewilderment… except Rose.

"So, you're making a crude DNA scanner?" she asked. The Doctor's head snapped up to look at her in shock. He was used to the vacant looks he got when he was explaining things. No one had ever just out right got what he had said, not since Romana had left.

Slowly a huge grin spread across his face. He just couldn't believe that Rose had gotten that! And now he didn't have to dumb things down for everyone else.

"Exactly," he said happily. "Rose Tyler, I do believe you're getting smarter."

"Yeah well, hang out with the smart guy and you're bound to pick something up," she laughed nervously. Quite frankly, she wasn't expecting to understand it either. It just came to her all of a sudden.

"Umm…" Tallulah said in confusion. "Why don't you try the props store?" It was clear that she hadn't understood a word he had said.

"Brilliant. Solomon, could I have a hand?" he said heading back to where they had started. Before he left he gave Rose a meaningful nod towards Tallulah. She knew he wanted her to find out more about what happened to Lazlo. Just some girl to girl chat. Then she smiled broadly at her, and left.

* * *

"How about this?" Solomon asked, holding up an old fashioned radio. "I found it backstage." The Doctor took it from him and looked at it.

"Perfect!" The Doctor said as he pulled the back off it. "It's the capacitors I need. Once I've rigged up my crude little DNA scanner for this beastie," he looked behind himself at the green blob. "Then, if I can get a chromosomal reading, I'll find out where it's from." He pulled out his sonic and set to work.

"How about you, Doctor?" Solomon asked suspiciously. "Where are you from? I've been all over. I've never heard anybody talk like you. Just exactly who are you?"

He took a piece out of the radio and blew on it. "Oh, I'm just sort of passing by," he said evasively. As usual.

"I'm not a fool, Doctor!" Solomon told him. The Doctor looked up startled. Most people usually just went with it. But he realized he had offended this man.

"No. Sorry." The Doctor said.

With a sorrowful look, Solomon walked over to the manhole into the sewers.

"I was scared, Doctor," he said. "I let them take Frank 'cause I was just so scared." The Doctor gazed at him sympathetically while he collected his thoughts. "I gotta get back to Hooverville. With these creatures on the loose, we gotta protect ourselves. Ain't no one gonna help us."

"Good luck," the Doctor told him as he walked past. Solomon turned back to face him.

"I hope you find what you're looking for. For all our sakes." With that he turned and left.

* * *

"I got another show coming up," Tallulah said. "Do you girls mind waiting a bit?"

"Not at all," Rose smiled. Tallulah headed just around the corner behind a screen and they saw clothes being tossed about.

"So," Martha said. "Have you ever seen anything like that before? That blob?"

"I-I'm not sure," she replied. "It almost looks familiar, but I've never actually seen it before. But there's just something about it. Something gives me the creeps. Just...brain, one eye… Oh, I can't think!" she pounded against her head.

"One eye?"

"Yeah. Didn't you see it? Right in the middle was some weird sort of lump that looked like a closed eye."

"Nah, I didn't," Martha said.

"Who's got only one eye?" Tallulah called as she emerged from behind the screen, wearing a sliver sequin and beaded show girl costume.

"Daleks…" Rose said before she realized what she was saying. She shuddered. She would do anything to forget about what those horrid creatures looked like. As the image of an unprotected Dalek rose in her mind, she pushed it back down. She didn't want to see it, she didn't want to remember!

"Nah, but that's silly. They're all gone. So, Tallulah," she said as the woman in question sat down and started putting on jewellery and make up. "Tell us about Lazlo? What was he like?"

"Lazlo…" Tallulah sighed. "He'd wait for me after the show. Walk me home, like I was a lady," she grinned adorably, and both Rose and Martha smiled at how sweet it was. "He'd leave a flower for me on my dressing table. Every day, just a single rosebud."

"Haven't you reported him missing?" Martha asked.

"Sure, but he's just a stage hand. Who cares?" she said bitterly. "The management certainly don't."

"Can't you, I don't know, kick up a fuss… throw a diva tantrum?" Rose asked.

"Okay, so then they fire me."

"But, you're one of the stars. They'd listen to you."

"Oh honey," she sighed. "I got one song in a back-street revue, and that's only 'cause Heidi Chicane broke her ankle – Which had nothing to do with me, whatever anybody says." Rose smiled in amusement. "I can't afford to make a fuss. If I don't make this month's rent, then before you know it, I'm in Hooverville!"

"Okay, we get it," Martha said as the woman became more persistent.

"It's the depression, Sweetie. Your heart might break, but the show goes on, 'cause if it stops, you starve." As she stood, the sadness grew in her eyes. "Every night I have to go out there, sing, dance, keep going. Hoping he's going to come back…" she broke down in tears and Rose took her in her arms. Martha placed a hand on the poor girls shoulder.

"I'm sorry," Rose whispered. She knew what it was like to believe, well, nearly believe, you had lost the man you… she cut off the thought before it finished. She didn't like the Doctor like that. Only problem was she did.

"Hey, you're lucky, though," she said as she pulled out of the hug. "You got yourself a forward thinking guy, with that hot potato in the sharp suit."

"Oh…" Rose sighed, almost sounding dejected in her denial. "He's not… we're not together."

"Oh, sure you are!" she cried going over to grab a pair of angel wings. "I've seen the way you look at him. It's obvious."

"Not to him…" she muttered quietly. Martha looked up at her. She had always known it, but she had never heard Rose say anything to actually confirm that she was in love with the Doctor. And he had all but shouted it at Brannigan when Rose had been kidnapped.

"Ohh…" Tallulah said in realization. "Well, I would say he's into musical theater… but the look... ow!" she cried out.

"Oh, sorry," Martha said, stepping off her toe. She hid a secret grin. It wasn't fair for Rose to find out that way.

"Still," she carried on. "You gotta live in hope, it's the only thing that's kept me going. 'Cause… well, look." she picked up a white rose off her table and held it up to them. "On my dressing table every day, still."

"You think it's Lazlo?" Martha asked taking the rose from her and turning it over in her hands.

Rose really hoped for her sake that it was. Because otherwise it was a really horrible, sick joke.

"I don't know," she replied. "If he's still around, why is he being all secret, like he doesn't want me seeing him?"

"He must have a good reason," Rose told her softly. "I'm, um, I'm going to go back to the Doctor. See how he's doing. You know him, can barely last a few minutes without getting into trouble."

"Make sure he actually works when you're there," Tallulah said cheekily, as she headed out the door. "Just try and keep off that foxy body of his!" trying to smile at the joke, but failing miserably, Rose left.

"Don't," Martha said quietly. "Please, don't do that to her. It's hard enough on her when people assume they're a couple."

"But he likes her!" she said in surprise. "You can see it in his eyes. It's obvious!"

"Not to her. they're completely oblivious to each other. They act like a couple. Seriously, they hold hands… it's like they're dating with out the kissing and the rest… Well, there's a little kissing. I just wish they'd hurry up and see it." she sighed. Tallulah rolled her eyes and laughed. Wasn't it always the way?

**A/N: OK, I'll be honest, when i saw this episode, i liked at the beginning, now i just think its stupid. but that's just my take on it. review please!**


	14. Daleks in Manhatten: Eneimes New and Old

"That's it," the Doctor said, pointing a bright stage light at the blob, which he had set up in the DNA scanner. "Just need to heat you up."

"Hey, how's it going?" Rose asked as she joined him on the balcony. Upon seeing her, a huge grin spread cross his face.

"It's all set to go," he told her brightly. "Solomon's gone back to Hooverville. Is Martha still with Tallulah?" She nodded. He noticed that she looked a little put out and uncomfortable about something. "Are you okay?" he asked in concern. He hated seeing her down. He was her...friend, after all.

"What? Yeah, I'm fine," she said forcing a smile. The smile became more genuine when she looked up at him. She couldn't help it. Her smiled always broadened when he put on his brainy specs. She knew he didn't need them, but he looked so cute in them.

"Come on, let's check this out," he said to her. They two of them lay side by side on their bellies and looked at the blob. He began tweaking the scanner and fiddled with the sonic. As he studied it, Rose took her time to look at it closely.

"I'm pretty sure I'm right," she said. "That's an eye, yeah?" She asked, pointing at the spot.

"I- I think it might be. Nice spotting." He looked at it closely and touched it. "This is artificial," he said in surprised confusion.

"Artificial?" She was surprised as well.

"Mmm, they've genetically engineered it. Whoever this is, oh, you're clever!" he continued playing with some knobs that changed frequencies.

"Yeah, but who are 'they'?" Rose said, the worry was back in her voice. She was still getting that horrible feeling. Something really bad was going to come of this. She felt it, like something whispering in her ear.

"Give me a sec," he said.

"Sorry," she joked. "He's hopefully trapped in the Void." She grinned her cute tongue between the teeth smile and he giggled with her. Then his face fell slightly.

"What do you mean 'hopefully'?" Just then the little screen he'd made flashed up some numbers. "Ooh, okay. Fundamental DNA type, 467-989… 989," he muttered again, rubbing a hand across his face. "Hold on, that means planet of origin…" he looked like for a moment the name wouldn't come. Then a look of utter disbelief and horror passed across his face. "Skaro!" he gasped.

"Skaro, as in the Cult of Skaro!" Rose gasped. She had known it. She had suspected that the brain thing had looked like a shell-less Dalek. But she had pushed the idea from her mind. She had even said 'hopefully' when she had joked about the Daleks being gone. Oh, she hated it when she was right!

"Come on!" he cried, taking her hand and pulling her up. He was thinking the same thing as her. How had she known to suspect that perhaps they weren't gone after all?

* * *

When they got backstage all the girls were in disarray. Apparently a woman had stumbled onto the stage trying to get to the other side, and then the girls had been frightened by something. They knew right away the woman had been Martha, and she wasn't there amongst them.

"Where is she? Where's Martha?" the Doctor said to Tallulah the second they saw her.

"I don't know," she replied. "She just ran off the stage."

Suddenly there was a scream from the direction of the props room. Everyone's head whipped up.

"Martha!" both the Doctor and Rose shouted. In less than a second they were sprinting towards the sound of the scream. But by the time they got there, she was gone.

"Martha?" the Doctor called again. They saw that the manhole to the sewers was open. The Doctor grabbed his coat from where he had hung it earlier and threw it on. Rose was already starting to climb down, but he pulled her back up again. She looked at him in annoyance.

"Me first," he insisted. Rose looked relieved, knowing she wasn't being left behind.

"Oh, where are you going?" Tallulah, who had followed them, asked.

"They've taken her," he said simply, climbing down.

"Who's taken her? What are you doing?" She wined. "I said, what the hell are you doing?" Rose climbed down after him and landed in his arms as she jumped to the bottom. A few seconds later they heard the tapping of high-heal shoes on metal rungs and looked up to see Tallulah climbing down the ladder, wearing a robe over her costume.

"No, no, no, no way. You're not coming," he said up to her.

"Tell me what's going on," Tallulah demanded, pausing only a second before she continued down.

"There's nothing you can do. Go back," he protested.

"Look, whoever's taken Martha; they could've taken Lazlo, couldn't they?"

"Tallulah, you're not safe down here." Rose told her.

"Then that's my problem," she said forcefully. "Come on, which way?" with an ice cold glare she walked off down the wrong tunnel.

"This way," the Doctor sighed as he and Rose headed straight ahead. They heard Tallulah following behind.

"Hmm, I should talk to you like that more often. Then maybe you'd listen," Rose joked.

"You already do talk to me like that," he complained. "Every now and then… and a lot nicer," he said awkwardly. "You say nice, cute stuff. I like the nice, cute stuff. I mean, you're nice and cute so of course you say… yeah, shutting up now." He looked at the ground in embarrassment. He really hadn't meant to run his tongue like that. Rose just giggled and linked her arm through his. She dared to not even let herself hope that he'd meant it in the way she wanted him to. He was just trying to describe her personality and as usual his mouth ran away with him.

They walked on through the tunnels, Tallulah chattering away the whole time. The Doctor and Rose looked cautiously around each corner. Now they knew what was out there, they didn't want to accidentally bump into anything. But the two of them were still in denial, really. They didn't want to believe that somehow, those horrid creatures had survived. They just couldn't have!

"When you say 'they've taken her', who's they exactly?" Tallulah asked. And without waiting for an answer, she carried on. "And who are you anyway? I never asked."

"Shh," the Doctor hushed her. He could hear a very faint noise, not far up ahead.

"Okay, okay," she said in exasperation.

"Shh, shh, shh, shhhh!" he held up his hand to stop her. In the light cast from the other tunnel, a shadow moved. He watched as the shadow formed into the shape of a Dalek's eyestalk.

"I mean, you're a handsome enough bl-" before she could finish the sentence, the Doctor had covered her mouth, grabbed Rose's hand and was dragging the two off them into the shadows of an alcove. He kept his hand pressed over her mouth so she didn't scream when she saw it. But the second the Dalek emerged, he forgot all about Tallulah, as Rose tried to lunge forward, eyes ablaze and in the lighting, he thought he spotted a slight glimpse of gold.

Feeling her about to move, he quickly let go of Tallulah and grabbed a hold of Rose as she tried to run after the evil thing. He held her tightly around her middle and silently she struggled against him. Even after it was gone he didn't quite let go of her. But he didn't need to hold so tight anymore. She had turned in his arms and was all but sobbing into his shoulder.

"No, no, no, no, no, no!" he muttered, his arms folding around her. "They survived."

"Why?" she sobbed. "Why do they always have to survive, while we lose everything?" He held her close. They had taken away so much from them. He could only think of two times when he could even be remotely thankful for their existence. And that was on Satellite 5, otherwise he would never have regenerated – and he really liked this incarnation. And the other was the one that had saved Rose. If it hadn't put the leaver back in place then she would be gone. The thought of Rose trapped in the Void made him hold her closer. The thought of losing her hurt like a shard of ice through his hearts.

"That metal thing?" Tallulah said in surprise. "What was it?"

"It's called a Dalek," he told her, his voice full of pure hatred and rage. "And it's not just metal, it's alive."

"You're kidding me!" she laughed.

"Do I look like I'm kidding?!" he fumed. When he turned his glare on her, her nervous smile dropped instantly. "Inside that shell is a creature born to hate. Who's only thought is to destroy everything and everyone that isn't a Dalek too. It won't stop until it's killed every human being alive!"

"But if that's not a human being," Tallulah said nervously, "that kind of implies it's from outer space…" The Doctor kept his cold gaze on her and Rose looked at her as if to say 'well duh!' Her smile melted again. "Yet again that's a no with the kidding," she gasped. "Oi… Well, what's it doing here in New York?" The Doctor just stared after the creature in fury.

"Doctor?" Rose said gently, trying to break him out of the death glare he had going on with the empty space in front of him. "Doctor, it's okay. There's always one thing that counteracts the fact that they always survive… And that's that we always beat them. I mean, if worse comes to worst, I could always get rid of them like I did on Satellite 5?" she suggested, not really knowing what she was really saying.

"No!" he shouted. "No, that will never happen again. Don't even think about it." She was surprised by how unsettled it made him. He had never actually told her much about what happened. What had she done that scared him so much? "And you… What where you thinking?" he cried. "Trying to go after that Dalek!"

"I don't know," she laughed weakly. "I hardly even realized I was doing it. I just wanted to jump on it and...break off its eyestalk or something!" The Doctor didn't laugh, but it made some of his rage melt away, just enough for him to think clearly.

"Right, Tallulah," he growled, grabbing her by the arm and started dragging her back the way they had come. "Every second you're down here, you're in danger. I'm taking you back, right now."

When they rounded the corner, they ran straight into a pig-man. Tallulah screamed and frantically it tried to hide in the shadows of the wall. But Rose saw that there was something different about him. He didn't seem completely pig, like the others. He still had hair and a face that looked mostly like a man's. And why was he hiding, instead of chasing after them?

"Where's Martha?!" the Doctor demanded walking towards it. "What have you done with her? What have you done with Martha?" he said more strongly, when it didn't reply.

"I didn't take her!" it said. Rose gasped, she hadn't thought that they could talk. The Doctor obviously realized this and his voice became softer.

"Can you remember your name?" he said curiously.

"Don't look at me," he replied. Rose's heart melted with pity. He was ashamed of what he had been turned into.

"Do you know where she is?" Tallulah said, trying to help. She started to move forward but the pig-man stopped her.

"Stay back!" she shouted at her. "Don't look at me!"

"What happened to you?" Rose said sympathetically.

"They made me a monster."

"Who did?" the Doctor asked.

"The masters," he said with so much bitterness in his voice.

"The Daleks. Why?"

"They needed slaves," he told them. "They needed salves to steal more people, so they created us. Part animal, part human. I escaped before they got my mind, but… it was still too late."

"Do you know what happened to Martha?" the Doctor asked more gently.

"They took her," he said. "It's my fault. She was following me."

"Were you in the theater?" Tallulah asked.

"I never…" he stopped what he was going to say, his head turned slightly towards her despite himself. "Yes," he replied somewhat sadly.

"Why?" she demanded. "Why were you there?"

"I never wanted you to see me like this," he said quietly.

"Why me? What do I gotta do with this?" she said, moving forward. She sounded scared, but there was something else in her voice. There was a tiny hint of hope. "Were you following me? Is that why you were there?"

"Yes," he admitted, turning to face her.

"Who are you?" she asked.

"I was lonely…"

"Who are you?"

"I-I needed to see you."

"Who are you?" she said more strongly, her voice shaking. By now, she was right beside him.

"I'm sorry," he said, turning away.

"No, wait!" She caught his arm and turned her back to him. And placed him under a shaft of light. "Let me look at you… Lazlo?" he nodded slightly. "My Lazlo? Oh, what have they done to you?" she cried, her voice breaking. She reached up and stroked his marred cheek.

"I'm sorry," he whispered. "I'm so sorry."

"Lazlo," the Doctor said quietly, interrupting them. "Can you show me where they are?"

"But they'll kill you," he said.

"If I don't stop them, they'll kill everyone."

"Then follow me," Lazlo nodded. He headed off down the tunnel, the Doctor following. Rose stopped seeing Tallulah. She hadn't moved, and she looked as if she were about to burst into tears. Smiling sadly she took the poor girl in her arms.

"At - at least he's alive," she said wiping away a tear. Her bravery was heart warming. She had just found out that the man she loved had been turned into a 'monster'. And she was looking past that fact – though she was upset by it – and cared more that he had simply been found alive!

* * *

Minutes later they neared a group of people surrounded by pig-men. They kept to the shadows as they tried to see if Martha was among them. And it was a good thing they did, because less than a second later the pig-men started squealing frantically, and a Dalek rolled around the corner.

"SI-LENCE!SI-LENCE!" the Dalek commanded. Quickly the all stuck as close to the wall as they could, they were just hidden from sight.

"What the hell is that?" they heard Martha's voice. Rose let out a quiet sigh of relief.

" !MOVE!" The pig-men roughly began pushing the people into a line as the Dalek had ordered. But some were resisting.

"Just so what it says, everyone, okay?" Martha called out to them. "Just obey." Rose found it kind of creepy that the word Martha had used was the exact word that the Daleks favoured.

" !" a second Dalek said as it arrived. Then it turned to the first Dalek. "REPORT." Now that they could see everyone in the line, the Doctor and Rose were overjoyed to see that Frank was safe and well… Well… as safe and well as you could be around a Dalek.

"THESE-ARE – STRONG-SPEC-IMENS," the first Dalek replied. "THEY – WILL – HELP – THE – DALEK-CAUSE."

"Dalek?" they heard Martha whisper. They knew that she was putting two and two together – and like them, wondering how they had survived.

"WHAT-IS-THE-STAT-US-OF-THE-FINAL-EXP-ERI-MENT?" the first Dalek asked.

" -ENER-GY-CON-DUC-TOR-IS-NOW-COM-PLETE."

"THEN-I-WILL-EXT-RACT-PRI-SON-ERS-FOR-SE-LEC-TION. " A pig man came forward and grabbing a man from the line, jerked him forwards. The Dalek moved closer to the man and extended its sucker to his face. " -DING-BRAIN-WAVES… LOW-IN-TELLI-GENCE."

"Are you calling me stupid?" the mad said, sounding offended. He had suddenly found his courage when his pride had been hurt.

"SI-LENCE!THIS-ONE-WILL-BECOME-A-PIG-SLAVE." Two of the pig-slaves dragged the frightened man off.

"No, let go of me!" he cried. "I'm not becoming one of them!" But the two pig-slaves were too strong and soon he had been dragged off out of the tunnel.

They watched as the Dalek moved on to the next person in line.

"They're divided into two groups," Lazlo told them quietly. "High intelligence and low intelligence. The low intelligence are taken to become pig-slaves like me."

"Well, that's no fair!" Tallulah said too loudly. Both Rose and the Doctor shushed her. "You're the smartest guy I ever dated," she said a little more quietly.

"And the others?" the Doctor asked."

"They're taken to the laboratory."

"Why? What for?" he peered out, keeping an eye on what the Daleks were doing.

"I don't know," Lazlo told him. "The masters only call it the 'final experiment'."

Rose tapped the Doctor on the shoulder and pointed to the Daleks. He peered out to see that one of them was scanning Frank.

"SUPER-IOR-IN-TELLI-GENCE," it stated. Then it moved on to Martha. " -IATE." Its sucker was barely in front of Martha's face for a second before it retracted it. " -ONE-WILL-BE-COME-PART-OF-THEFINAL-EX-PERI-MENT."

"You can't just experiment on people!" Martha shouted at the Dalek. "It's insane! It's inhuman!"

"WE-ARE-NOT-HU-MAN." If Daleks had emotions, Rose would have thought that it had sounded rather smug. "PRIS-ONERS-OF-HIGH-IN-TELLI-GENCE-WILL-BE-TAKEN-T O-THE-TRANS-GENIC-LAB-ORAT-ORY."

"Look out, they're moving!" the Doctor whispered, as the Daleks rolled towards them. He flattening himself against the wall, Rose did too. Lazlo grabbed Tallulah and they headed off down the tunnel.

"Doctor. Doctor! Quickly!" he said, noticing the Doctor had made his way to the edge and was peering at one of the retreating Daleks.

"I'm not coming," he whispered quickly. "I've got an idea. You go"

"Lazlo, c'mon," Tallulah gave a tug at his arm.

"Can you remember the way?" he asked her.

"Yeah, I think so."

"The go," he said. "Please."

"But Lazlo, you gotta come with me," she begged.

"Where would I go? Tallulah, I'm begging you, save yourself. Just run. Just go! Go," he said the last part more softly. Tears in her eyes, Tallulah ran off down the tunnel.

The Doctor looked at Rose and nodded for her to follow. She just stood there, hands on her hips, and raised her eyebrows. The Doctor rolled his eyes, smiled slightly, and nodded for her to follow him.

Lazlo looked at the two of them, bemused by their silent conversation. Then the three of them stepped back so they wouldn't be seen by the next passing Dalek, who was leading the group along. Quickly the Doctor and Rose fell into the line. Lazlo walked beside them like a guard.

"Just keep walking," he muttered to Martha and Frank.

"I am so glad to see you," Martha breathed back.

"Yeah, well, you can kiss me later," he joked. "You too, Frank… if you want."

'Oh,I want…' Rose thought. She tried to hide a look of disappointment from her face, that he hadn't said her. She didn't think that she hid it so well, because Martha looked at her and, for the first time in a little while, smiled.

They were led into a huge laboratory that had been hidden under the Empire State Building. – Mentally, Rose marked this off on her list of 'Secret Bases Under National Landmarks'. – Everything was all technical looking, like a mad scientist's lair. It even had the random flame thrower spitting fire out every few seconds.

The room was crowded with pig-slaves and four Daleks. She recognized the black one as the leader of the Cult of Skaro. But something was wrong with it. It was shaking and smoking like there was something more than just the Dalek trapped inside.

"RE-PORT," The Dalek that had been escorting them demanded.

"DA-LEK-SEC-IS-IN-THE-FINALL-SATGEOF-EVO-LU-TION," a Dalek they hadn't seen yet reported.

" -PARE-FOR-BIRTH."

"Did he just say birth?" Rose muttered in confusion.

"Evolution?" the Doctor said in the same tone.

"What's wrong with old Charlie boy over there?" Martha asked fearfully.

"Ask them," he suggested.

"What, me?" Martha said. "Don't be daft."

Just before he could explain that he couldn't afford to be noticed, Rose rolled her eyes and stepped forward out of line. He couldn't stop the groan that escaped him. This was not good. Feeling a little guilty, he slipped backwards where the Daleks wouldn't be able to see him.

"Hey! Daleks!" Rose called. The three fully functioning Daleks turned to face her. "I demand to be told what's going on. What is this final experiment? Report!"

"YOU-ARE-A-COM-PANION-OF-THE-DOC-TOR'S!" one of them said.

"DE-STROY-ER-OF-THE-EMP-EROR!" the second said.

"ENEMY-OF-THE-DA-LEKS!" said the third. They looked about, as if expecting to see something… or someone. "WHERE-IS-THE-DOC-TOR?" Rose was only surprised for a moment but didn't show it. Dramatically she looked around.

"I don't know," she said, a smile on her face. Any chance she could take to taunt the Daleks, she would gladly take.

"WE-SHALL-DEAL-WITH-THE-DOC-TOR-LATER," the first Dalek said. "NOW,YOU-WILL-BEAR-WIT-NESS."

"To what?" she asked, testing them.

"THIS-IS-THE-DAWN-OF-A-NEW-AGE."

"And what does that mean?" she scoffed. "You gonna try and take over again? Just the four of you?"

" -THE-SPECIES-MUST-EV-OLVE. -CHIL-DREN-OF-SKA-RO-MUST-WALK-AGAIN."

With that, leaving Rose and the Doctor very confused, the Dalek headed back to its leader. They watched as Dalek Sec's shell powered down. The eyestalk growing black as if it had died. Then with a hiss, the casing opened. Inside was not the creepy, slimy little creature she had expected, but a dirty curled up figure.

With some effort, the creature pulled itself from the casing and stood. It was wearing the same suit and spats as Mr Diagoras had been wearing. But this certainly was no human. It may have had a nearly human body, but the head somewhat resembled a Dalek. It had claw like hands, a huge brain like head, with three tentacles on each side and one eye in the middle.

Rose took an involuntary step back, eyes wide at the being before her.

"What is it?" Martha whispered behind her.

Then the creature spoke, it's voice still sounding like a Daleks speech patterns. "I - am - a - Human-Da-lek," he said. "I - am - your - future!"

**A/N: well readers, bad news. I'm afraid i wont be able to update tomorrow of Sunday, have work to do. it sucks, kinda, but hey, it could be worse. you guys don't have to miss the 50th Anniversary the night it shows. don't forget to review!**


	15. Evolution of the Daleks, New Species

Everyone stared in horror at the being before them. It wasn't human, and it was no longer truly Dalek. It was a monster. All Rose and the Doctor could do was stare at him in bewilderment. This was unheard of.

"These - humans - will - become - like me," Sec gasped. His speech, no longer electronic, still had the same patterns as a normal Dalek. "Prepare them - for - hybridization. Leave the - companion. She will - lead the - Doctor - to us."

Two of the pig-slaves took a hold of her, as the rest of them converged in on Martha, Frank and the other prisoners. Rose shook them off, but stayed were she was. She wasn't stupid enough to run, she was needed there. But she was dignified enough to stand on her own. A nod from Sec told them she was allowed to be left alone… But that didn't stop them from heading over and trying to drag the others off.

"Leave me alone! Don't you dare!" Martha shouted at them. One of them dragged her forward.

Then suddenly a song began to play. Everyone looked around for the source, Rose grinned knowingly.

"What is - that sound?" Sec demanded.

"Oh, well, now, that would be me." The music stopped and the Doctor stepped out from his hiding place, radio in hand. "Hello. Surprise! Boo! Ecetera."

"Doctor," Sec might have smiled. He had been there all along, and at the threat to his companion he had come, as always.

"**THE-ENEMY-OF-THE-DA-LEKS**," one of the Daleks cried.

"**EXTERMINATE!**" said another, preparing to fire.

"Wait!" Sec ordered.

Martha stood in bewilderment. She knew that the two of them had lost so much because of the Daleks. She understood how this must hurt them to stand before the creatures they believed were dead. By all rights they should be shouting or attacking them or something. She was surprised to see that the two of them had stood there the whole time calmly, a small smile on their faces.

"Well, then," the Doctor said. A new form of Dalek." He walked forward, looking intently at Sec. "Fascinating… And very clever.

"The Cult - of Skaro - escaped your slaughter!"

"How did you end up in 1930?" he ignored the statement.

"Emergency - temporal - shift."

"Oh!" he scoffed. "That musty have roasted up your power cells, yeah?" He gave a small laughed and walked away. He wanted to insult them as much as he could! "Time was, four Daleks could have conquered the world. But instead you're skulking away, hidden in the dark, experimenting… All of which results in you." He looked back at Sec.

"I am - Dalek - in human - form," he said.

"But what does it feel like?" he said quietly after a moment. "You can talk to me, Dalek Sec… It is Dalek Sec, isn't it? That's your name? You've got a name and a mind of your own. Tell me what you're thinking right now."

"I - feel… humanity." He turned away as if ashamed.

"Good, that good," the Doctor told him.

"I - feel - everything - we wanted - from man kind," Sec said with his back to the Doctor. "Which is - ambition, - hatred, - aggression - and war. Such - a genius for war." He turned back, his fists clenched in excitement.

"No, that's not what humanity means," the Doctor said, the small bit of hope he had held flickering out.

"I think it does," Sec said. "At heart, - this species - is so very - Dalek."

"Alright," he said, anger tainting his voice. He strutted off so he could see all of the Daleks. "So what have you achieved, then, with this final experiment, eh? Nothing!" he shouted. "'Cause I can show you what you're missing with this thing. A simple little radio." He patted it.

"What is the purpose of that device?" Sec questioned.

"Well, exactly. It plays music. What's the point of that?" he said sarcastically. "Oh with music, you can dance to it." He winked at Rose. "Sing with it… Fall in love with it." He tried his hardest not to look at Rose as he said this. But he couldn't stop his eyes flicking towards her ever so slightly. He pushed the image of the previous him spinning Rose across the console room, out of his head. "Unless you're a Dalek of course. Then it's all just noise." Viciously he pointed the sonic-screwdriver at the radio and it emitted a shrill high pitch squeal that reminded Rose of Christmas.

Sec covered his ears in pain, as did the pig-slaves, who had fallen on the ground. The other three Daleks moved around to protect Sec.

"Run!" the Doctor shouted at them. All of the prisoners bolted for the door and ran through the tunnels. They were somehow separated from the others, and he hopped they were okay, but he was still herding Martha, Frank and Rose through he tunnels. "Come on! Move, move, move, move, move!" he shouted… Not that they needed any encouragement. They rounded a corner to find Tallulah standing there daftly. "And you, Tallulah! Run!"

"What happened to Lazlo!" she cried in bewilderment as he snagged her hand and pulled her along.

He didn't answer and led them over to the ladder and herded them up, climbing up last.

"Come on!" he encouraged them. Quickly they covered the manhole back up.

"Ooh! It's stinking down there," Tallulah cried. "Not to mention the cold!"

"Never mind that!" Martha said. "That's the last of our problems. Doctor, can those Dalek things follow is up?"

"Yeah, but I don't think they will," he told her. "They're not strong enough to take on a whole city."

"But hold on," Frank stopped them. "They need people, is that right? For this experiment thing, but we just escaped, so where's the one place they can go for replacements?"

"Oh god, Hooverville!" Rose groaned.

"We gotta get back there, Doctor," Frank went on. "We gotta warn Solomon."

"Come on!" the Doctor was already running for the door. Behind them all Tallulah groaned. Unlike them, she obviously didn't love the running.

* * *

"I got bracken in my toes," Tallulah complained feebly. Nobody even bothered to look at her as they neared Hooverville. "And what is with the insects, don't they sleep? Oh, and there's mud! I got mud all over my feet!"

Rose was trying no to giggle, but it was clearly getting on Martha's nerves. The rest of them all stopped and waited for her since they were close enough.

"_Tallulah_, cant you give it a rest?" Martha growled.

"Oh, yeah?" Tallulah said back. "Well, when did _you_ last get you're boyfriend turned into a pig?" she stopped walking and began to sob again. "Stupid mud on my stupid feet!" Martha sighed in annoyance. Rose was torn between laughing and going over and comforting the poor girl.

"Doctor, is Lazlo stuck like that?" she ended up asking. The Doctor didn't say anything.

"Oh, Doctor, say you can help!" Tallulah ran up to him desperately. "You're a cleaver kind of guy, there's got to be something. Just say you can!"

"I'm sorry," he told her gently.

"You mean, he's gotta stay a pig his whole life?"

"There's nothing I can do."

"Well, there you go, just my luck," she sniffed after a moment. She started walking off. "Got any more bad news," she called back to them. Suddenly guns were pointed at them from every angle and they all raised their hands. "It's me," she said flatly. "I'm a jinx."

"Frank, tell them," the Doctor urged.

"Guys, it's me. It's okay," he said reassuringly to the men.

"Frank?" came Solomon's voice, and then he walked forward. "Frank? Is that you?"

"I made it home, Boss." The two men embraced.

"It's so good to see you. I… I thought you were lost," Solomon smiled. Frank patted him on the back and he turned to the Doctor. "And you," he said. "Thank you, Doctor, for bringing him home."

"I'd save the gratitude, Solomon," the Doctor replied. "It's not all good news."

Rose, Martha, Frank and Tallulah sat by the fire solemnly as the Doctor explained their situation to Solomon.

"These Daleks," Solomon said, "they sound like the stuff of nightmares. And they want to breed?"

"They're splicing themselves into human bodies," he corrected. "If I'm right, they've got a farm of breeding stock right here in Hooverville. We've got to get everyone out."

"Hooverville's the lowest place a man can fall. There's nowhere else to go."

"I'm sorry, Solomon. You've got to scatter," he said desperately. "Go anywhere. Down to the railroads, travel across state. Just get out of New York."

"There's got to be a way to reason with these things," Solomon said.

"There's no chance!" Rose scoffed. She knew that from experience. There had only ever been one time they were able to reason with a Dalek and that had been… when it had soaked up some of her _human_ DNA. And Sec now had a lot of human DNA.

"You ain't seen 'em, Boss," Frank put in.

"Daleks are bad enough at anytime," he said in a low voice. "But right now, they're vulnerable and that makes them more dangerous than ever."

They were interrupted as a whistle blew and a man ran through the camp shouting, "They're coming, they're coming!"

"A sentry must have seen something," Solomon hoisted his gun.

"They're here!" the sentry shouted. "I've seen them! Monsters! They're monsters!"

"It's started," The Doctor growled. The girls got up and stood beside him.

"We're under attack! Everyone to arms!" Solomon shouted. Rose looked on as the men started passing out guns and other weapons.

"I'm ready, Boss," Frank said as he cocked a gun. "But all you," she shouted to the panicking crowds. "Find a weapon, use anything!"

Some of the residents fled in fear.

"Come Back!" Solomon called to them. "We gotta stick together. It's not safe out there, come back!"

The pig-slaves invaded and began attacking stray people who hadn't listened.

"We need to get out of the park," Martha said.

"We can't" The Doctor told them. "They're on all sides. They're driving people back towards us."

"We're trapped!" Tallulah cried in horror.

"Then we stand together!" Solomon said as they pig-slaves advanced, pushing them into a tighter circle. "Gather round. Everybody come to me. You there, Jethro, harry, Seamus, stay together! They can't take all of us!" The men began to fire at the pig-slaves.

"If we can just hold them off till daylight…" Martha said hopefully.

"Oh, Martha," the Doctor said looking up at the sky. "They're only the foot soldiers."

Hearing this comment, everyone stopped firing and looked up to the sky too.

"Oh, god," Rose groaned seeing a Dalek flying through the sky towards them.

"What in this world…" Solomon murmured.

"It's the devil," the sentry cried. "A devil in the sky. God save us all. It's damnation!"

"Oh, yeah," Frank said fiercely, aiming his gun. "We'll see about that." He shot at the Daleks. But it did no damage. The Doctor pushed his rifle down.

"That's not going to work," he told Frank.

"There's more than one of them," Rose said, holding onto his arm.

Then they attacked. The two Daleks laid waste to Hooverville, shooting and blowing things up. Some people scattered. The place was in chaos. And all they could do was stand by and watch.

"**THE-HU-MANS-WILL-SUR-REN-DER**," a Dalek ordered.

"Leave them alone!" the Doctor shouted up. "They've never done anything to you!" Timidly Solomon stepped up in front of him. "No, Solomon. Stay back." He grabbed the man by the arm. Solomon ignored him.

"I'm told that I'm addressing the Daleks, is that right?" Solomon asked. "From what I hear, you're outcasts too."

"Solomon, don't," the Doctor warned and begged at he same time.

"Doctor," Solomon said firmly. "This is my township; you will respect my authority... Just let by try." Gently he pushed the Doctor back. The Doctor reluctantly stepped back towards Rose, shaking his head. "Daleks," he continued. "Ain't we the same? Underneath, ain't we all kin?" he placed his gun on the ground. Despite the fact she knew it would do him no good anyway, Rose still wanted to scream at him to pick it up. "Because, see, I've just discovered, this past day, God's universe is a thousand times the size I thought it was. And that scares me. Oh, yeah. It terrifies me. Right down to the bone. But it's got to give me hope… Hope that maybe together we can make a better tomorrow. So I – I beg you now, if you have any compassion in your hearts, then you'll meet with us and stop this fight. Well?" he paused looking up at them. "What do you say?"

"**EXTERMINATE!**" one of the Daleks cried. It fired, and Solomon fell to the ground, dead.

"Solomon!" Frank shouted as people began screaming. He rushed to Solomon's side and bent over him weeping. "No! Solomon!"

"They killed him!" Martha gasped. "Just shot him on the spot." Rose, who knew what would come, just as the Doctor had, closed her eyes tight.

"Daleks!" the Doctor growled furiously. Then he strode out the front, his arms open wide. "All right, so it's my turn!" he shouted at them, his voice full of hatred.

"Doctor, no!" Rose's eyes snapped open and she made to run forward. But not wanting her hurt too, Martha grabbed her and held her back. "Let go of me!"

"Then kill me!" The Doctor ignored her. " Kill me if it will stop you attacking these people!"

"**I-WILL-BE-THE-DES-TROY-ER-OF-OUR-GREAT-EST-EN-EMY**," a Dalek said.

"Then do it! Do it! Just do it!" he beat against his chest, trying to drown out the sound of Rose shouting at him from Martha's arms. "Do it!"

"**EXTERMIN-**" suddenly the Dalek stopped mid-word. There was a pause. "** -IS-THE-DOC-TOR**." It seemed to be talking to someone that they could not see or hear. There was another pause. "**THE-URGE-TO-KILL-IS-TOO-STRONG…**" it wined. There was an even longer pause, then finally it said, "**I… OBEY.**"

"What's going on?" the Doctor demanded.

"**YOU-WILL-FOL-LOW**," it stated.

"No! You can't go!" Rose cried finally breaking free and running to him. She clutched desperately at his coat.

"I've got to go," he said quietly, placing his hands under her elbows. "The Daleks just changed their minds. Daleks _never_ change their minds."

"There was one…" she reminded him, her voice barely a whisper.

"Exactly," he replied. "Which is why I have to go."

"But what about us?" Martha put in, her voice shaking. She gestured out to the Hooverville crowd. He looked out at the cowering mass.

"One condition," he said turning to face the Daleks, Rose still in his arms. "If I come with you, you spare the lives of everyone here! Do you hear me?"

"** -TOR,FOL-LOW**."

"I'm coming with you," Rose said, holding him back.

"Rose, stay here," he said in a hushed voice. "Help Martha. People are hurt, you two can help them. Let me go."

"I'm not leaving you, not with them," she said desperately.

"Rose, listen to me. Only the people here will be spared. If you come with me I don't know what they'd do. They could use you against me. Please, Rose, I want you safe." After a long look in his eyes, she slowly nodded. He pulled her to him and held her. he didn't want to let go, but he had to. The n he let her go and turned to Martha. "Martha," he said stepping forward to her. "Can I just say, thank you very much." He shook her hand and winked at her. then he walked off… Following to the Daleks.

Rose tried not to think that she may never see him again. He was the Doctor. He would survive… He had to.

* * *

In Hooverville, people walked around, putting out fires and sending the injured to Martha, who had set up in Solomon's tent. Without him there, things were in a bit more disarray than usual. Poor Frank had nearly tried to hit anyone who had tried to move his body. Now the kid just sat by the fire weeping.

Rose was trying to help, but she found that at the moment Tallulah was being more help than she was. She was just so worried and so frantic. Martha had given her the psychic paper that the Doctor had handed her. She was told that she had to figure out why he had given it to them. But she was too busy praying that he hadn't been shot. She didn't like not being with him; at least if she could see him, she would know…

"Here you go," Tallulah said to Martha who was busy bandaging a man's arm. She held out the hot water. "I got some more on the boil." Rose smiled apologetically at her as she flipped the psychic paper around in her hands.

"Thanks," Martha said to her, before turning to the man she was tending. "You'll be alright. It's just a cut. Try and keep it clean." She patted him on the shoulder and with a 'thank you', he moved off.

"So, what about us?" Tallulah said quietly. "What do we do now?"

"Well, the Doctor gave me his psychic paper," Martha said. She looked down at Rose. "I'm starting to see why he gave it to me instead of Rose," she muttered, but she couldn't bring herself to be jealous, not when Rose looked so unhappy.

"Sorry," Rose sighed. "I'm usually not this bad. It's just, with the Daleks…"

"It's okay," she said understandingly. "Have you gotten anywhere?"

"Well he obviously wants us to get in somewhere… But the question is, where? And what are we meant to do?"

The three girls just looked at each other, at a total loss. But they would not give up. Not while the Doctor was out there with them!

* * *

The Doctor walked into the laboratory, escorted by the two Daleks. He knew it was pointless and dangerous talking to these two. They could kill him, it was clear that they had been ordered not to kill him. They weren't the ones in charge.

Upon seeing Sec, his anger flared to life.

"Those people were defenseless!" he shouted, storming over. "You only wanted me, but no, that wasn't enough for you! You had to start killing, 'cause that's the only thing a Dalek is good for!"

"The deaths - were wrong," Sec said adamantly before the Doctor could say a word more.

"I'm sorry?" he said incredulously, completely taken aback.

"That man, - their leader, Solomon. He showed - courage."

"And that's good?" he said. He couldn't quite believe what he was hearing. He could hardly dare to hope that perhaps the Dalek was different. Still, he couldn't help thinking of what Rose's DNA had done to that other Dalek. That had only been a small bit of human DNA, this Dalek had fused himself with an entire human.

"That's - excellent," Sec replied.

"Is it just me or are you becoming just a little bit more human?" he almost mocked. The mocking kept the hope at bay. But at the same time, he was almost hoping to badger the Dalek into hatred. Just to see if it really had changed.

"You are the last of your kind. And now I am the first of mine," was Sec's only reply. He almost had the feeling the creature was trying to avoid answering him. Perhaps if the other Daleks knew… No! Stop hoping!

"But what do you want me for?" he said flatly. He folded his arms and watched as Sec walked past him.

"We tried everything - to survive when we found ourselves - stranded in this - ignorant age. First - we tried growing - new Dalek embryos, but their flesh was too weak."

"Yeah, I found one of your experiments," he said bitterly. "Just left to die out there in the dark."

"It forced us - to conclude," Sec continued. "What is the greatest - resource - of this planet? Its people." At this he lifted a switch and the top of the lab lit up, revealing hundreds of bundles, suspended from the roof. They could only have been human bodies. He looked up at them only before looking at the ground. He pushed aside the thought of how many people he had failed to save from these monsters.

Sec flicked another switch and one of the bodies lowered down to them. The Doctor walked over to the body, morbidly curious to see what they had done.

"We stole - them," Sec said quietly. "We stole - human beings for our - purpose. Look - inside." He gestured for the Doctor to remove the cover. With a hard face, he gently pulled the cloth aside. Beneath it lay a pale, lifeless looking human man. "This - is the true extent - of the final experiment."

"Is he dead?" the Doctor asked emotionlessly, his expression still hard.

"Near - death. With his mind wiped, - ready to be filled - with new - ideas."

"Dalek ideas," he said coldly.

"The Human-Dalek race."

"All of these people," he said. "How many?"

"We have - caverns - beyond this. Storing more - than a thousand," Sec told the Doctor. He looked away from the hanging bodies, back at Sec.

"Is there any way to restore them?" he asked. "Make them human again?"

"Everything they were - has been lost," Sec said sadly, running his hand over the man's cold cheek. The Doctor felt the anger bubble up a little more. Had they even thought this through!?

"So they're like shells," he said, energy coming back into his voice. "you've got empty human beings, ready to be converted. That's going to take a hell of a lot of power. This planet hasn't even split the atom yet. How are you going to do it, hmm?"

Sec turned to the other Daleks. "Open the conductor plan," he ordered.

* * *

The three women still stood in Solomon's tent.

Martha had tried to get the psychic paper off Rose, but Rose had hung on to it desperately. She didn't like it when the Doctor was away from her in a dangerous situation. When she closed her eyes she could see him up in a white room, surrounded by Cybermen. Or trapped down in a cavern, slowly running out of air – then falling down into a dark, endless pit. She shook her head to clear it, and forcefully pushed the images from her head. Thinking like that would get her no where. And she had to think of something to save the Doctor, now.

"Forget about psychic paper at the moment," Martha said. "You want to save him now, so how did you do it the first time?"

"What?" Rose said looking up in surprise.

"When you were telling me about the Daleks, you said that you destroyed the Emperor. Saved the Doctor's life. How did you do it then?"

Rose's face paled. "I don't remember," she said. "I was so desperate to save him, that I looked into the heart of the TARDIS. I took in the entire Time Vortex. The Doctor said it was horrible. It nearly killed me. He hasn't told me much, other than I did it. That I was almost possessed. We call it Bad Wolf. Earlier, I suggested trying it again… God, he looked so scared. He told me I wasn't even allowed to think about it."

Martha nodded. "Oaky, so that's out of the question," she sighed, sitting down next to Rose. Rose tried not to think of the possibility that Bad Wold would surface again… like she had under the Thames. "Oaky, what else… Think!" Martha's head snapped up. "Wait a minute. Down in the sewers the Daleks mentioned this… energy conductor."

"For what?" Rose asked, sitting up straighter. Just the fact they had a small idea gave her more hope then she thought possible.

"I don't know," she replied. "Maybe it's like a… lighting conductor or… Dalekanium!" she cried. Rose sat bolt upright now, her mind completely focused. "They said the Dalekanium was in place."

"What the hell is Dalekanium?" Tallulah asked.

"It's the metal the Daleks casings are made from," Rose said excitedly. "It's bulletproof and extremely difficult to destroy. The only thing that can break through is special guns… Jack made one once, and the Daleks own gun-stick fire would work. And the Doctor once said something about Dalekanium bombs and something called Nitro-9. Did you notice? One of the Daleks was missing some panels!"

"So where is it then?" Tallulah asked. "In place where?"

"Frank might know," Martha suggested.

"Right," they said. They all got up and went outside to the fire where frank sat, still grieving.

"Frank?" Rose said gently, laying a hand on his shoulder.

"Hmm?" he sniffed, wiping his tears away.

"Frank, we need your help."

"That Mr Diagoras," Martha said. "He was like some sort of fixer, yeah? Get you jobs all over town?"

"Yeah, he could find a profit anywhere," Frank said glumly.

"But were, though?" What sort of things?"

"You name it," he said. "We're all so desperate for work; you'd just hope that Diagoras would pick you for something good. Building work, that pays the best."

"But what sort of building work?" Rose asked, feeling like they were about to get the answer they needed.

"Mainly building that." He pointed over his shoulder at the Empire State Building.

"Of course!" Rose cried. She felt like hitting her self in the head for being so stupid! The Dales were based under it, wherever they needed to go would be above.

* * *

The Doctor looked at animated schematic of their plan.

"Yeah, yeah, yeah," he sighed. "The Empire State Building. We're right underneath that. I worked that out already thanks. But what, you hijacked the whole building?"

"We - needed - an energy - conductor," Sec explained.

"What for?" He asked, confused.

"I - am the - genetic template," Sec told him. As he spoke a diagram of human and Dalek gene strands appeared and merged together on the screen before him. "My altered DNA - was to be administered to each - human body. A strong enough blast - of gamma radiation - can splice the Dalek and human genetic codes - and waken - each body from its sleep."

"Gamma radiation?" he said in confusion. "What are- Oh, the sun! You're using the sun."

"Soon, - the greatest solar flare - for a thousand years - will hit the Earth. Gamma - radiation will be drawn - to the energy conductor and when it strikes-"

"The army wakes," he finished. "I still don't know what you need me for."

"Your genius," Sec said. The Doctor couldn't help but feel a little smug. He was so brilliant that even the Daleks called him a genius! "Consider - a pure - Dalek; intelligent - but - emotionless."

"Removing the emotions makes you stronger," he quoted bitterly. "That's what your creator thought all those years ago."

"He was - wrong."

The Doctor looked at Sec incredulously. "He was what?" he said in disbelief. He was sure he'd heard that wrong.

"It makes us - lesser than - our enemies. We must return - to the flesh… And also - the heart." Around them the other Daleks were looking at each other in, what appeared to be, alarm and concern.

"You wouldn't be the supreme beings any more," he said wearily.

"And that - is good," Sec said adamantly.

"THAT-IS-IN-CORRECT!" interjected one of the Daleks behind them.

"DA-LEKS-ARE-SU-PREME!" said another.

"No. Not anymore," Sec told them.

"BUT-THAT-IS-OUR-PUR-POSE."

"Then our purpose is wrong!" Sec cried. The Doctor stood there, absolutely astounded. Was this really happening?

"Where has our quest - for supremacy led us? To this. Hiding - in the sewers - on a primitive world. Just four of us left. If we do not - change now, then we - deserve - extinction." Sec said firmly.

"So, you want to change everything that makes a Dalek a Dalek," the Doctor said incredulously.

"If - you can help me," Sec replied with a nod. For a long time, all the Doctor could do was stare at Sec in utter disbelief. He had not seen this coming.

* * *

Rose, Martha, Tallulah and Frank stood squished up in the small service elevator as it moved up. They all looked pretty nervous.

"I always wanted to go to the Empire State!" Martha said trying to break the tension. She failed miserably. "Never imagined it quite like this, though." Hearing a muttering noise she turned to Rose.

Rose had her eyes shut tight; she looked like she was itching to move. Her mouth was constantly moving in a stream of self-reassurances. "It's okay," she muttered to herself. "He's fine. He's okay. He's the Doctor; they can't do anything to him. We always beat them. They haven't exterminated him. He hasn't been shot. He'll have escaped them in no time. They're just talking. He's okay. He's alive. He's just fine-"

"Rose!" Martha stopped her. She looked at the girl sympathetically and squeezed her arm.

"Sorry," Rose said with a weary, forced smile. "I guess I just need something to distract me. It – it's just all I can think about when I'm standing still… Just waiting while he's alone with four Daleks."

"Rose he's-"

"Okay," Rose finished for her, just to reassure herself. "Yeah, I know. Of course he is…" She looked up anxiously at the dial that showed how far up there were. The sooner she was doing something to help the better she would be. As long as she was doing something to help the Doctor she wouldn't be quite so worried.

"Where are we headed anyway?" Frank asked.

"To the top, where they're still building," Martha told him.

"Hey, how come those guys just let us through?" Tallulah asked, then nodded to the psychic paper in Rose's hands. "How does that thing work?"

"It's psychic paper," Rose explained, glad to have something to distract herself with. "Show's people what you want them to think. You can suggest something and that's what they'll see. Or just hold it up and let their mind fill in the blanks. Even works on some ID machines." Tallulah and Frank looked at her in confusion at the mention of ID machines. "According to this, we are two engineers, a builder and an architect… Don't ask me who's who."

* * *

"Your knowledge - of genetic engineering is even - greater - than ours," Sec told the Doctor as they headed back towards the body. "The new race - must be ready - by the time the solar flare - erupts."

"But you're the template," the Doctor said. "I thought they were getting a dose of you."

"I want to change - the gene sequence."

"To make them even more human?"

"Humans are - the great survivors," Sec said. He gave the human shell, what could only be described as an affectionate caress. "We need that ability." This was all too good to be true. Dalek Sec had changed so much, become so compassionate. There had to be a fault somewhere. And as usual, he found it. It was only Dalek Sec who had changed. There were still three normal Daleks.

"Hold on a minute," he said. "There's no way this lot are gonna let you do it."

"I am - their leader," Sec said simply.

He turned around to face the other Daleks. "Oh, and that's enough for you, is it?" he asked them. He didn't know why he was trying to stir up trouble.

"DA-LEKS-MUST-FOLLOW-OR-DERS," one said.

"DA-LEK-SEC-CO-MMANDS,WE-OBEY," said another.

"If you don't help me," Sec said softly. "Nothing - will change."

"There's no room on Earth for another race of people," he said, finding another fault.

"You have your - TARDIS," Sec said. "Take us - across the stars. Find us a new home - and allow the New Daleks - to start again."

"When's that solar flare?" he asked cautiously.

"Eleven minutes." He looked about wide eyes. His mind was reeling, he had such a big choice. Help save the Daleks and let them grow to be a new, kinder species. Or condemn his greatest enemy.

"Right, then," he said almost in a daze. He couldn't believe he was doing this. If Rose could see him now, he would most likely be getting the famous Tyler Slap. "Better get to work."

He ran over and took a few seconds to read through their readouts and look at their equipment. He immediately saw the flaws and things that needed to be changed. "There's no point in chromosomal grafting. It's too erratic," he told them. "You need to split the genome and force the Dalek-Human sequence right into the cortex." He rushed over and poured one formula into another causing it to smoke.

"We need more chromatin solution," Sec ordered.

"THE-PIG-SLAVES-HAVE-IT," said a Dalek. It was odd hearing a Dalek being helpful…

At that moment a bunch of pig-slaves walked in carrying large crates. The Doctor looked up to watch them and saw that Lazlo was among them. Another thought struck him.

"These pig-slaves, what happens to them in the grand plan?" he asked.

"Nothing," Sec replied, a hint of sadness in his voice. "They are just - simple beasts. Their life span - is limited. None survive - beyond - a few weeks." He turned to one of the Daleks. "Power up - the engine feeds."

While the Daleks were busy preparing, he edged his way over to Lazlo.

"Lazlo, I can't undo what they've done to you," he said quietly, his voice full of regret. "But they won't do it to anyone else." The last part he said with steel in his voice. Lazlo looked back to make sure they weren't being watched.

"Do you trust him?" he asked. He nodded back over to Sec.

It took a moment for the Doctor to reply. "I know that one man can change the course of history," he said, avoiding directly answering the question. "Right idea in the right place at the right time is all it takes. I've got to believe it's possible." His voice had started to become desperate. Because he desperately needed for this to work. He looked back over his shoulder at Sec. He hoped, with all he had, that this was that time.

**A/N: I'm Back! and i watched the 50th anniversary of Doctor Who, and i only have two words to say... HOLY...CRAP! it was perfect! I hope you Enjoyed this chapter. don't forget to review!**


	16. Evolution of the Daleks, Revoltion

When they reached the top, the four of them stepped out and looked about in wonder. The room had been used as some sort of office and it was currently missing some walls. It was open to the cold night air and they could see all of New York spread before them, sparkling and glittering below them.

"Look at this place!" Tallulah exclaimed. "Top of the world!" She stared off towards the edge.

Looking about, Martha spotted building plans and made her way to them. "Okay, this looks good," she said, getting the other's attention. Rose and Frank joined her.

"Hey," Rose gasped, pointing at the top sheet. "Look at the date. These designs were issued today."

"They must have changes something last minute," Frank said.

"Who, the Daleks?" Martha said.

"Yeah, could be," he said uncertainly. They looked back and forth between the two schematics.

"The ones from underneath are from before," Martha pointed out. "That means that whatever they changed must be on this top sheet, but not this one. We need to check one against the other." She unclipped the papers.

"The height of this place!" Tallulah suddenly exclaimed. "It's amazing!"

"Careful," Martha told her. "We're a hundred floors up. Don't go wandering off."

"I just want to see," she insisted, carefully making her way to the edge to look out at the city. Rose gave a small giggle.

"You sound like the Doctor," she told Martha. "Rule number one, don't wander off."

The two girls giggled together as they took the plans and lay them out on the ground side by side. Then they knelt down to examine it.

"I'll go and keep an eye out, make sure we're safe up here," Frank told them. "Don't want nobody butting in." He made his way out of the room through a side door and Tallulah made her way back over. She knelt down next to them.

"There's a hell of a storm moving in," she said, wrapping her gown tighter around herself.

"I wish the Doctor was here!" Rose said in frustration, scanning over the diagrams side by side. "He'd know what we're looking for."

"So tell me," Tallulah said in a gossipy tone. "There did you two first hook up with him?"

"Rose was already travelling with him when I meet them," Martha told her. "We were in the hospital… sort of."

"Of course, him being a doctor." Rose laughed at this.

"Actually, I'm the doctor," Martha said. "Well, kind of."

"You're a physician?" she said with a surprised grin. Martha nodded. "Really?"

"I was training. Still am, if I ever get back home."

"And what about you, Flower Bud?" She turned to Rose. "Where'd you meet?"

"Oh, he… you know, kind of blew up my job."

"He got you fired?" She looked shocked.

"No, he literally blew up by job… with a bomb. He was trying to stop some alien thing invading there. Pulled me out of the basement. After that we just kept bumping in to each other. And he asked me to travel with him."

"And you just went?" Tallulah gasped.

"Well, he did have to ask twice," she smiled. "But it was the best thing I ever did. What about you and Lazlo?"

"He was already working in the revue when I joined," Tallulah said wistfully. "Even when he wasn't needed he'd come along and watch our practices. He'd always tell me I looked amazing, even if I only had a two minute back-dancer part. He didn't even look at the other girls. He was so shy. Eventually one day when he was walking me home I just jumped on him and kissed him." The three of them giggle, but soon Tallulah's face fell. She looked so sad.

"Hey, it'll be okay," Rose told her. "If the Doctor's with Lazlo now, there's every chance that he could get him out."

"And then what?" she said, her voice breaking. "Don't talk crazy. There's no future for me and him. Those Dalek things took that away. The one good thing I had in my life and they destroyed it." Tears in her eyes, she stood and walked back towards the open wall. Rose and Martha gazed after her sympathetically.

* * *

"THE-LINE-FEEDS-ARE-READY," one of the Daleks informed them.

Then it's all systems go," the Doctor told them. He ran over to a large beaker and sucked up the blue formula into a very big syringe.

"The solar flare - is imminent," Sec told him. "The radiation - will reach Earth - in a matter of minutes."

"We'll be ready for it," he assured them. He injected the contented of the syringe down a funnel. "That compound will allow the gene bonds to reconfigure in a brand new pattern. Power up!" At his command one of the pig-slaves and Lazlo pulled two of the switches on the wall.

"Start - the line feeds," Sec ordered. Soon the blue formula was running through the tubes and into the bodies.

"There goes the gene solution," he said.

"The life - blood." Sec said in awe and maybe slight happiness at what was happening.

Suddenly around them alarms went off and red lights began to flash. "What's that?" The Doctor asked, slightly alarmed. He had a feeling that this was not an accident or error.

"What's happening?" Sec demanded. "Is there a malfunction?" The Daleks said nothing. And in that moment, the Doctor knew what was happening. "Answer me!"

"No, no, no. the gene feed!" he cried. "They're overriding the gene feed!" He ran over to the control panel to fix it. But it was pointless. It could only be operated by a Dalek, and it had already gone too far.

"Impossible," Sec said. "They cannot - disobey - orders."

"THE-DOCTOR-WILL-STEP-AWAY-FROM-THE-CON-TROLS," a Dalek commanded turning and pointing its stick arm at him. Cautiously, he stepped back. They were revolting, and he had no plans of being caught in the middle of it. Only problem was that they were now in control again… And he was their number one, kill on sight, enemy. Slowly they backed him up. He retreated, keeping an eye on them.

"Stop!" Sec commanded. "You will - not fire!"

"HE-IS-AN-ENEMY-OF-THE-DA-LEKS." One particularly snarled

"AND-SO-ARE-YOU," another added. Their weapons were aimed at both him and Sec.

"I am your commander," Sec fumed. "I am Dalek Sec!"

"YOU-HAVE-LOST-YOUR-AU-THOR-ITY."

"YOU-ARE-NO-LONGER-A-DA-LEK."

"What have you done with the gene feed?" the Doctor cut over them.

"THE-NEW-BODIES-WILL-BE-ONE – HUN-DRED – PER-CENT-DA-LEK."

"No!" Sec cried, he almost sounded scared. "You can't do this!"

"PIG-SLAVES,RE-STRAIN-DA-LEK-SEC-AND-THE-DOC-TOR."

Some pig-slaves moved forward and grabbed them. Sec was taken by two pig-slaved. The Doctor was relieved when he saw that the pig-slave dragging him backwards was Lazlo. They were very close to the elevator doors now.

"Release me!" Sec shouted. "I created you. I am your master."

"SOLAR-FLARE-AP-PROACH-ING." One of the Daleks reported

"PRE-PARE-TO-INTER-CEPT." Then all three Daleks turned away to work on the controls. Behind them was a _ding_.

"There's the lift," Lazlo said to him quietly.

"After you."

Lazlo let go and pushed the surround pig-slaves out of the way. They barged through and he took out the sonic-screwdriver to open the door.

"THE-DOC-TOR-IS-ES-CAPING!" a Dalek cried. "STOP-HIM!STOP-HIM!" The pig slaves charged after them. But it was too late, they were inside the elevator and the doors had closed. The two of them just stood there puffing a moment. The Doctor recovered in seconds but Lazlo leant heavily against the wall, still panting and struggling for air, clutching his chest.

"We've only got minutes before the gamma radiation reaches the Earth," he told him. "We need to get to the top of the building." Suddenly he noticed just how bad Lazlo seemed. "Lazlo, what's wrong?"

"Out of breath," he replied hoarsely, forcing his voice to be light and cheerful. "It's nothing. We've escaped them Doctor. That's all that matters." The Doctor placed a hand on his shoulder for both comfort and to stabilise him. He looked at Lazlo in concern. How long exactly had it been since he had been changed? And just how long did he have left?

* * *

"Look at these," Rose said, pointing to some rough drawing on the designs. "This part at the top has been circled. Maybe what ever we're looking for is up there."

"Yeah, hold on," Martha pulled some more sheets out from behind the others. These ones were the old and updated designs for the last few floors and the mast. They looked at it for a moment. "Gotcha! Look!" Martha cried pointing to the base of the mast. Rose leaned in closer and Tallulah came to join them. "There, on the mast. Those little lines, they're new. They've added something, see?"

"Added what?" Tallulah asked.

They all looked at each other and a smile spread across each of their faces. "Dalekanium!" the all cried together. Then they burst into a fit of giggles.

"What's happening?" Frank said worryingly, appearing out of nowhere. The thought that something was wrong. Rose just looked at him and burst into fresh peals of laughter.

"We found it Frank!" Martha cried happily.

They gathered up the plans and pinned them back to the board. Keeping the ones they needed on the top. They needed to figure out what it was there for, and how they could get rid of it. Just at that moment the elevator dinged. For a dreaded second Rose thought that the Daleks had found the. Relief washed over her when the doors opened to reveal the Doctor and Lazlo.

"Doctor!" she cried in delight.

"First floor, perfumery," he said jokingly, sounding like a maid calling out 'room service'. Before anyone could say anything else, Tallulah was rushing forward.

"I never thought I'd see you again!" she cried running up to Lazlo. Lazlo, who had met her halfway, embraced her.

"No stopping me," he told her softly.

The Doctor ran over to the board with the others. In seconds Rose had leaped into his arms. He twirled her around and held on to her tightly as Martha began to explain.

"We worked it out," she told him. "We know what they've done. There's Dalekanium on the mast. And it's good to see you too, by the way."

"Oh, come here," he grinned. He finally let go of Rose and swept Martha up in a hug too. Suddenly behind them the elevator dinged again. The doors closed and it headed back down. He dropped Martha like a stone and rushed to stop it.

"No, no, no, no, no, no!" he cried. "See, never waste time with a hug!" He tried to sonic the elevator back up, but his attempts were fruitless. "It's a deadlock seal. I can't stop it," he said.

"Where's it going?" Martha asked.

"Right down to the Daleks. And they're not going to leave us up here. What's the time?"

Frank looked at the clock. "11:15," both he and Rose said at the same time. Rose blinked. Great, first she knew the date, now the time. What next, was she going to start reading peoples minds? No, she was just being silly. She must have seen the clock a few seconds ago and subconsciously picked up the time. After all, she had been looking up at it every few minutes because she had been anxious about the Doctor…

"Six minutes to go," he said. "I've got to remove the Dalekanium before the gamma radiation hits."

"Gammon radiation?" Tallulah said, getting it wrong. "What the heck is that?"

He and Rose walked out to the edge and looked out at the city. The others weren't far behind.

"Oh, that's high," he said, a hint of fear in his voice. "That's very… Blimey, that's high."

"And we've got to go even higher!" Rose gasped. "That's the mast up there, look." She led him over to the ladder where he could see the mast way above them. "There's three pieces of Dalekanium at the base. We've got to get them off."

"That's not 'we', that's just 'me'," he said to her firmly.

"I'm not just going to stand here and watch you!" she protested. "Not again!"

"Rose, I promise you, I'm not leaving you behind," he told her, placing his hands on her shoulders. "I'm not even trying to protect you. You're going to have your hands full down here and they're going to need you. I'm sorry, Rose, but you've got to fight."

He pulled her to him for a moment. It was all he could do not to kiss her goodbye. He didn't want to leave her down here to fight the pig-slaves, and possibly even a Dalek. As he pulled back, he saw the fear melt from her features and her eyes took on a hard, determined look. The look in her eyes almost scared him a little. She gave him a nod and he began to climb. Taking one last look back down at her, he only had one thought.

He would not like to be a Dalek or pig-slave right now.

* * *

Rose watched him climb for a few more moments before heading back to the others. The Doctor would never ask her to fight if it was possible. So things must be very bad. And she was not about to let him down. There was no way that she would let anyone here be hurt. Martha, Frank, Tallulah and Lazlo would all be fine if it was the last thing she did. And more than that, no pig-slave or Dalek was going to get past her to even touch the Doctor!

Each of them grabbed some sort of weapon. A hammer, a mallet, an old bit of piping. They watched as the dial above the lift slowly went up.

"The lift's coming up!" Martha cried.

"I shoulda bought that gun," Frank muttered.

"Tallulah, stay back," Lazlo commanded. "You too Martha and Rose. If they send pig-slaves, they're trained to kill."

"The Doctor needs me to fight," Rose hissed. "I'm not going anywhere!"

"They're savages," he growled. "I should know." He attempted to push her back but to no avail. "They're trained to slit your throat with their bare teeth!"

"Then they're going to need a dentist by the time I'm through with them! Better yet a morgue!" Martha blinked at her in surprise. She'd never heard sweet Rose talk that way before. Then suddenly Lazlo collapse on the floor, weighed down by his mallet.

"Lazlo! What is it?" Tallulah cried dropping to his side. Lazlo tried to get up, but failed.

"No, it's nothing," he said. "I'm fine. Just leave me." He slumped against the wall and Tallulah felt his forehead.

"Oh, Honey, you're burning up! What's wrong with you? Tell me."

"Great" Frank muttered. "One man down and we ain't even started yet."

But Rose refused to be pessimistic. She had to hold them off so the Doctor could stop them using the gamma radiation.

"Hang on," she said. "Gamma radiation, gamma strike, solar flare, storm, lightning, electricity… Of course! Martha, the lightning!"

Martha looked at her as if she were insane. "What lighting?" she cried. Just then the first bolt lit up the stormy sky. It was so close that the thunder came less than a second later. "Oh… that lightning," she said weakly. Rose had already dropped her makeshift weapon and was running down the other end of the room grabbing long metal pipes. "Oh, right! Frank, give us a hand!"

Soon the three of them were running back and forth setting up a sort of rail. Making sure that each pipe was connected and raised off the ground.

"Aw, you'll be alright, sweetheart," Tallulah soothed Lazlo, brushing his hair from his face. "Don't you worry." She turned to look that the other three rushing about. "What the hell are you clowns doing?"

"Even if the Doctor stop the Dalekanium, this place is still gonna get hit," Rose shouted. "Great big bolt of lighting, electricity all down this building. Connect this to the lift and they get zapped!"

"Who's sounding like the Doctor now?" Martha laughed at her.

"Oh my god, that could work," Tallulah exclaimed.

"Then give us a hand," Frank said in annoyance.

The four of them made fast work of it and soon Rose was fitting the last bit in place.

"Is that going to work?" Tallulah asked.

"It's got to," Martha said.

"I've got it all piped up to the scaffolding outside," Frank said running back in.

"Okay, come here," Rose called to them all. They all huddled around the pillar, crouching low. "Frank sit in the middle and try not to touch anything metal," she said. There was a small clanging as one of the chairs holding the pipes up collapsed. Rose jumped up and ran to fix them.

"Rose!" Martha cried in alarm.

"Stay there!" she shouted. She had just fixed the pipes back in place when the lift door dinged open. A bunch of pig-slaves stared out that them. Rose made to run back to the others. She was halfway back when the lightening hit. The sky lit up in a brilliant white and blue flash. The noise was deafening as the thunder echoed around them. The electric current ran along the piping and hit the pig-slaves with full force. They shook and began to fall.

But one small tiny bolt jumped out from the pipes, seeking more conduction. It latched on to the nearest thing it could 's earring.

Rose screamed as the electricity coursed through her, her shriek echoing off the walls along with the thunder and another distant scream. She dropped to the ground shaking too. Martha screamed and Frank called out her name. But she lay silent on the ground, unmoving as her vision started fading to black as he eyes closed.

* * *

Martha made to run over to Rose, but sensibly Frank held her back until he was sure the lighting strike was over. Then he let her up and they both ran over. Martha checked her pulse and to see if she was breathing. Her heart rate was elevated but other than that she was fine.

"Rose!" she called to her hoping she would wake up. "Rose, please be okay! Come on, the Doctor needs you!"

At that, Rose's eyes snapped wide open and she sat up with a loud gasp for breath. Frank and Martha gasped and shuffled back in alarm. Something was not right. That couldn't be natural. Rose shouldn't have been able to recover from that so fast. She shouldn't be able to lift herself off the ground on her own.

And her eyes shouldn't been glowing a bright gold.

* * *

Rose blinked and shook her head to clear it. The last thing she remembered was a jarring pain rushing through her head. And then she had fallen to the ground. So she was slightly shocked to find that she was already sitting up. What shocked her more were the fearful looks she was getting from Martha and Frank.

Ugh! Rose had to wince and put both hands to her temples. Her head was killing her, pounding horribly. Idly she wondered if there was an expression for having lighting run through you head. How on earth had she survived that? Groaning she tried to move. Her body was a little stiff, but everything was working. She felt really, really odd. And the pounding in her head wouldn't go away.

"Rose…?" Martha said hesitantly. "Is that you? Are you okay?"

"Yeah, it's me. Who else would it be?" She tried to get back up, only to fall back over with a moan. "Word of advice, don't get electrocuted," she whimpered. Martha leaned over her and she thought she was going into doctor mode. But instead she grabbed Rose's face in both hands and stared intently into her eyes.

"What the hell was that?" she asked sounding fearful. "What was that, possession? Some sort of self healing? You recovered far too quickly."

"What are you talking about?" Rose asked through the noise in her head. She tried to ignore the feeing of her every cell tingling as if they were sparking.

"Your eyes!" Frank said his voice as fearful as Martha's. "They was glowing like stars! Gold and glowing!"

Rose froze. Her body only ever glowed gold when she was Bad Wolf. "What did I do?" she asked them, trying to keep her voice level.

"What?"

"This is very important, because it's happened before and I can't always remember what happens. What did I do when my eyes were gold?" She demanded.

"N-nothing," Martha stammered. "You just… sat up. It was scary, you shouldn't have recovered so soon… you should barely have recovered at all. But you sat up in seconds. Your eyes were all gold and then it just… vanished."

Rose thought about this for a moment. She had gone Bad Wolf, yet she hadn't done anything. So why had she turned? And how the heck was she okay if she wasn't meant to recover.

"Oh, of course!" she sighed. "Bad Wolf was keeping me alive."

"Bad Wolf!" Martha exclaimed, remembering her telling her about Bad Wolf earlier.

"Yeah, it's okay. She's gone now. Let's just forget about it, yeah?" But the way she said it made it clear it wasn't a question

Gasping suddenly, she clutched her head again. It still hurt a little, but that wasn't what was bothering her. It was still beating. Literally beating, Like there were drums in her head. She had thought it would subside, but it didn't. It was then that she realized it sounded familiar. It reminded her of sitting in the Library, reading a book while she lay comfortingly against the Doctor. Her head resting on his chest, the comforting sound of his double hearts lulling her into sleep… Heartbeats. They were heartbeats, just like the Doctor's.

Something was wrong. Something was wrong with her Doctor.

"Doctor!" she cried in alarm. Ignoring the lingering pain, she scrambled up and headed to the scaffolding.

"Tallulah, stay here with Lazlo," Martha shouted behind her as she and Frank followed Rose up.

Rose froze when half way up she found the sonic-screwdriver, lying discarded… or dropped. This made her quicken her pace and soon she was climbing over the edge by the mast. The Doctor was lying on his back, unconscious. He was dangerously close to the edge; one of his arms was even dangling off the side.

"Doctor!" she cried in alarm. She scrambled over and leaned over him, placing a hand tenderly on his chest.

"Doctor!" Martha cried only a second later.

Rose looked down at him, then up at the mast and realization dawned on her. He had gotten in the way. She didn't know why he had done that, she just knew he had. "Oh, you stupid idiot! You did not!" she cried, whacking him on the shoulder. He let out a faint gasp. "Hey, come on," she coaxed. "Look what we found half way down." She held out the sonic-screwdriver. "You're getting careless."

The Doctors face scrunched up in pain as he began to move a little. "Oh, my head," he groaned, not opening his eyes.

"Yeah, tell me about it," Rose laughed in relief. His eyes opened slightly and a small smile tugged at his lips. "Hey," she smiled at him.

"Hi… You survived then." He still made no effort to move. She didn't blame him. She'd only been gotten by a small volt, and that felt like hell. He had gotten the full blast.

"Yup. So did you… mostly."

"Doctor," Martha said wearily. "I can't help noticing… there's Dalekanium still attached."

With a jerk, he forced himself up and looked at the base of the mast. Two panels were indeed still attached. "Oh, yes," he said, slightly guiltily. "That's right, I dropped the sonic-screwdriver before I could finish. It's okay though. I think I've stopped them." Rose helped him to his feet and carefully they made their way back down to the hundredth floor.

* * *

From there they just stood looking out over the city. Tallulah and Lazlo came to join them. Both Rose and the Doctor felt horrible after being electrocuted, but there was no way that would stop them.

Without realizing what he was doing, the Doctor reached up to stroke Rose's hair, and laughed when it gave him a small shock and started to rise in the air, following his hands. As he lowered his hands the hair would go back down, up and it would follow back up. For a moment he stood there giggling, moving his hands up and down above Rose's head. She was giving him a very odd look, but was struggling to keep a smile off her face.

"This is pretty fun," he grinned.

"Doctor!" Martha snapped him out of it.

"Right, sorry." His hands shot behind his back and he plastered on a serious expression. Slowly he reached up and leant on the scaffolding.

"So, what will happen now?" Rose asked him. She was still concerned by the fact he had knowingly jumped in front of a lighting bolt. Yes, she had been shocked too, but at least she had tried to escape.

"The Daleks will have gone straight to war footing," he said, his voice cold with hatred. "They'll be using the sewers, spreading their soldiers out underneath Manhattan."

"How do we stop them?" Lazlo demanded.

"There's only one chance," he replied. His voice softened slightly, because he knew his answer would most likely scare Rose and Martha, and make them worry about him. Though he feared Rose already knew. "I got in the way. That gamma strike went zapping through me first." He turned and walked away before either of them could make a fuss.

"What is it with you two and trying to kill yourself?" Martha muttered to Rose. "I swear I'm never letting you near a live wire of lightning storm again." She turned to the Doctor, chasing after him. The others followed suit. "But what does that mean?" she asked him.

"We need to draw fire," he said to himself more than anyone else. "Before they can attack New York. I need to face them. Think, think, think, think," he muttered running his hands through his hair, making it stick up even more. "We need some sort of space, somewhere safe, somewhere out of the way… Tallulah!"

"That's me. Three 'L's and an 'H'," she replied, holding up her finger as if she were raising her hand.

"The theater!" he cried. "It's right above them. And, what, it's gone midnight? Can you get us inside?"

"Don't see why not," she shrugged. He looked back at the elevator, planning to run to it. But he saw the connection of pipes and the dead pig-slaves slumped all thought the lift.

"Is there another lift?"

"We came up in the service elevator." Rose told him.

"That will do," he cried. "Allons-y!"

And the six of them all squished up into the small lift. It had been bad enough with just four of them. Not that Rose was complaining. After all, she was pressed right up against the Doctor, and his arms were resting around her, keeping her up.

* * *

"This should do it, here we go!" The Doctor had gotten into the theater with ease and as expected, it was empty. He flung his coat somewhere over one of the seats. Jumping up on the seats, he turned on the sonic-screwdriver.

"There ain't nothing more creepy than a theatre in the dark," Tallulah whined. "Listen, Doctor, I know you got a thing for show tunes, but there's a time and a place, huh?"

Beside her Lazlo fell into one of the cheers and her attention focused on him immediately. The Doctor just continued to point about the sonic.

"Lazlo, what's wrong?" she asked worrying, sitting next to him.

"Nothing," he gasped. "It's just so hot."

"But… it's freezing in here. Doctor, what's happening to him?"

"Not now, Tallulah, sorry," he said. He finally got the sonic to the frequency he wanted and held it up in the air.

"What are you doing?" Martha asked him. She wasn't so sure she was going to like the answer.

"If the Daleks are going to war, they'll wanna find their number one enemy… I'm just telling them where I am. Alright, the lot of you have to leave." He said, turning to them.

"Nah ah!" Rose said firmly. She crossed her arms and stood her ground, Martha took on a similar position. "How many times do I have to tell you? I won't leave you."

"Rose, this is important. You have to go."

"No!"

"I'm telling you to go," he said. He jumped down off the chairs. "Frank can take you back to Hooverville." Normally, he may have let her stay… perhaps if she hid. But with what he was about to do, he didn't want her around to see it… or to try and stop him.

"And I'm telling you I'm not going." Rose manged to sound like a stubborn child.

"And neither am I, Doctor," Martha put in, her tone just as sharp as Rose's.

"Martha, that's an order." He was willing to negotiate with Rose; after all, he was trying his best to keep her at his side. He knew she could handle herself. But Martha had to be far away from harm as he could get her.

"Who are you, then?" Martha snapped. "Some sort of Dalek?!" Even Rose's eyes widened at that one. She remembered the first time she had met a Dalek, she had very nearly said the exact same thing. But now she knew just how much that would have hurt him.

He didn't have the chance to reply, because at that moment the doors crashed open and the Dalek-Humans marched in.

Quickly the Doctor went and stood beside Frank, he leaned down and whispered in his ear. "If Rose moves, if she does anything, I want you grab her and hold onto her as tight as you can. She'll put up a huge fight, but whatever you do, do not let her go." Frank nodded to show he understood.

On either side of them the Dalek-Humans moved in, holding guns that looked like the ones attached to the Dalek shells and Tommy guns.

"Oh my god!" Tallulah cried. "Well, I guess that's them then, huh?"

"Humans with Dalek DNA?" Martha said.

"Just say calm. Don't antagonize them," the Doctor warned.

"But what about the Dalek masters?" Lazlo said, struggling to stand. "Where are they?"

* * *

Suddenly there was an explosion in the stage. They all ducked down behind the chairs and Tallulah screamed. Carefully they peaked over the edge to see two Daleks coming out of the smoke. Dalek Sec was chained at their 'feet', or lack of, and forced to crawl. Slowly the Doctor stood up, so did the others… all except Tallulah, who only peered over the edge.

"THE-DOC-TOR-WILL-STAND-BE-FORE-THE – DA-LEKS." The one with Sec ordered

The Doctor nodded to Frank, who braced himself. Then he pushed himself up and standing on the backs of the chairs, walked forwards.

" 'S-THE-BE-GINN-ING-OF-A-NEW-AGE."

"PLAN-ET-EARTH-WILL-BE-COME-NEW-SKARO." The other declared

"Oh, and what a world," he spat. "With anything just the slightest bit different ground into the dirt. That's Dalek Sec! Don't you remember? The cleverest Dalek ever and look what you've done to him. Is that your new empire? Hmm? Is that the foundation for a whole new civilization?"

"Listen to him!" Sec pleaded.

"Oh, and I'm sorry, Dalek Sec, forgive me," he scoffed mercilessly. "But how many worlds have suffered like you? How many victims? How many millions have wept in front of the Daleks and been shown no mercy, just like you are now?"

"I know," Sec whispered. His one eye brimming with tears. "Don't - you see? I know." Then he turned to the Daleks on either side of him. "My Daleks… just understand this. If you choose death and destruction, then death and destruction will choose you."

"IN-CORECT!" a Dalek snapped. "WE-WILL-AL-WAYS-SUR-VIVE."

" -DOC-TOR."

Rose made to go forward at this but Frank grabbed her by the wrist. "Just wait a moment," he whispered. Reluctantly she agreed and stayed still. Frank didn't let go of her.

"But he can help you!" Sec told the Daleks.

"THE-DOC-TOR-MUST-DIE!"

"No, I beg you, don't!" he shuffled and crawled along. Hoping to draw them away from the Doctor.

"EXTERMINATE!"

The Dalek pointed it stick at the Doctor, but just before it could fire, Sec shot up in front of it and cried out in pain as the blast hit him before falling to the ground, Doctor looked at the Dalek in fury.

"Your own leader!" he said in disgust. "The only creature who might have led you out of the darkness and you destroyed him." He turned to the Dalek-Humans. "Do you see what they did? Huh? You see what a Dalek really is?" He turned back to the Daleks before him. "If I'm going to die, let's give the new boys a shot. What do you think, eh?"

"Doctor!" Rose cried aghast. Frank knew that this was the moment the Doctor hand meant. And with his grip, still firm on her wrist, he pulled her into his arms and held on to her. "Frank, let me go!" she shouted, trying to wriggle out of his grasp. She struggled and kicked, but he held tight. Martha stood beside them, unsure of who to help. She was sure he was following the Doctor's instructions.

"The Dalek-Humans. Their first blood. Go on, baptize them!" The Doctor egged them on, slowly raising his arms and holding them out at his sides, like a sacrifice.

"DA-LEK-HU-MANS,TAKE-AIM."

They did so,mall of them snapping into place as they readied to fire.

"What are you waiting for? Give the command!" he shouted at them.

"No!" Rose shrieked, redoubling her efforts to get free. The Doctor didn't even glace back at her as she struggled to get to him. He trusted Frank to keep her safe.

"EXTERMINATE!" The Dalek cried.

He closed his eyes and braced himself for the shot. Tallulah curled into Lazlo. Frank held on to Rose, who was even more determined to get out. He curled her into him, trying to shield her from what she was about to see. Martha whimpered and curled into Rose, trying to do the same, and effectively made it harder for her to get in the way.

… But nothing happened.

"EXTERMINATE!" the Dalek said again, more forcefully. Still nothing happened, the Dalek-Humans standing like statues. " -LEK-HU-MANS-WILL-OBEY!"

"They're not firing…" Martha whispered. Rose calmed down a little and took in the situation. "What have you done?" she called up to the Doctor.

" !"

"Why?" the Dalek-Human closest to the Daleks asked in a thick voice, turning his head to look at them slowly and blankly. Every head and eyestalk snapped to him. Slowly the Doctor's arms fell to his sides.

"DA-LEKS-DO-NOT-QUEST-ION-ORDERS."

"But why?" the Dalek-Human said again.

"YOU-WILL-STOP-THIS!" The Dalek snapped.

"But… why?"

"YOU-MUST-NOT-QUEST-ION!"

"But you are not our master," he said. "And we… we are not Daleks."

"No, you're not," the Doctor said gently. "And you never will be." He looked back up at the Daleks with renewed enthusiasm. "Sorry," he said unremorsefully. "I got in the way of the way of the lighting strike. Time Lord DNA got all mixed up. Just that little bit of freedom." He winked at them.

"IF-THEY-WILL-NOT-OBEY,THEN-THEY-MUST DIE!" With that, the Dalek shot at the Non-Dalek-Human who had spoken out and he fell instantly.

"Get down!" the Doctor cried.

They all ducked beneath the chairs just as a full scale war broke out above their heads. The two Daleks shooting at the Non-Dalek-Humans, and the many Non-Dalek-Humans shooting right back. For a while, all they could hear were the sounds of gunfire and the Daleks constant cried of "EXTERMINATE!"

There was a boom and one of the Daleks was blown up, flames licking the casing remaining. It was followed a few moments later by the other one. The Non-Dalek-Humans stopped firing and everyone stood up. The Doctor stumbled over to the Non-Dalek-Humans to clam them down and make sure the remaining ones were okay.

"It's alright. It's alright. It's alright. You did it. You're free," he told them.

Then he turned from the Non-Dalek-Humans and grinned at Rose who was running up to him. He was very surprised and shocked when her hand swung round and hit him in the face. The oh-so-famous Tyler Slap. He'd been on the receiving end of one from her mother before; he had thought that was bad enough. But getting one from Rose was 100 times worse, physically and emotionally. He was even more shocked and confused when in the next second she had her arms around him in a hug that left him gasping for air.

"You stupid, idiotic jerk!" she cried in relieved frustration, she also sounded a bit too angry for his liking.

"What did I do?" he protested.

"That, back there!" she said pointing back to the chairs where he had stood moments ago. "Three times in one day, you were asking for it! I swear, if you try to sacrifice or kill yourself one more time today…" He grinned at her adorable and empty threat. She had slapped him because she was scared for him? Oh, crazy, wonderful, beautiful Rose Tyler…

Before he could reply to her, all the Non-Dalek-Humans suddenly began to scream and put their hands to their heads in pain. It was like they were hearing a horrible sonic sound that was frying their brains… actually, that was what was happening.

"No!" he cried. The Non-Dalek-Humans crumpled to the ground, dead. "They can't! They can't! They can't!" he cried.

"What happened?" Rose asked at the same time that Martha rushed over yelling, "What was that?"

"They've killed them, rather than let them live. An entire species! Genocide!" his voice became harsher with fury.

"Only two of the Daleks have been destroyed," Lazlo said. "One of the Dalek masters must still be alive."

"Oh, yes," the Doctor hissed, standing up. His eyes were wide with fury, staring out at nothing. Rose knew he wasn't seeing what was before him. "In the whole universe, just one."

* * *

The Doctor stood alone. The Dalek was opposite him on the other side of the laboratory, hooker into several machines. The last Time Lord facing the last Dalek.

"Now what?" he said coldly.

"YOU-WILL-BE – EXTERMINATED!"

"Yeah, yeah, yeah, yeah," he said, sick of the usual conversation. "Just think about it Dalek- …What was your name?"

"DA-LEK-CANN." It stated

"Dalek Cann." He push open the front of his coat and stuck his hands in his pants pockets. With slow, heavy footfalls he walked forward. "Your entire species has been wiped out. And now the Cult of Skaro has been eradicated. Leaving only you. right now, you're facing the only man in the universe who might show you some compassion. 'Cause I've just seen one genocide. I won't cause another. Cann… let me help you. what do you say." For a moment Dalek Cann said nothing.

"EMER-GENCY – TEMP-ORAL-SHIFT!" it shouted. It began to shake and glow white around the edges, then it vanished, leaving the wires it had been plugged into just dangling there. Angrily the Doctor ran forward, but was too late to stop it.

"Doctor! Doctor!" Martha's cries came from the end of the lab. He turned to see the three girls half supporting, half dragging Lazlo in. "He's sick." They lowered him to the floor and Tallulah cradled him in her arms, a look of worry and terror on her face. She couldn't lose him, no matter what he was. He was her Lazlo.

"It's okay," Rose soothed him. "You're alright."

"It's his heart," Martha said. "It's racing like mad. I've never seen anything like it!"

"What is it, Doctor?" Tallulah asked him. "What's the matter with him? He says he can't breathe. What is it?" The Doctor walked over and crouched down next to them, pity and sorrow etched across his face.

"It's time, Sweetheart," Lazlo gasped out.

"What do you mean 'time'? What are you talking about?" she sobbed.

"None of the slaves… survive for long," he told her, struggling for breath. "Most of them only live a few weeks. I was lucky. I held on 'cause I had you. But now… I'm dying, Tallulah."

"No you're not," she said. "Not now, after all this." She lifted her tear streaked face up to the Doctor. He crouched before her, his too old eyes burning with sorrow, and his clasped hands pressed against his lips. "Doctor, can't you do something?" she pleaded.

"Oh, Tallulah with three 'L's and an 'H'…" he said sadly. He paused a moment… then his voice became more determined.

"Just you watch me!" Suddenly he jumped up and threw his coat off. "What do I need?" he said, life pouring back into his voice. "Oh, I don't know. How about a great big genetic laboratory? Oh look! I've got one! Lazlo, just you hold on!"

Rose smiled, tears coming to her eyes as she watched him run about, mixing formulas together. She knew that he believed he caused death and destruction where ever he went. But she knew that none of them were his fault, though he may bare the burden of the guilt that was not rightfully his. She knew that he would always do everything in his power to save everyone. It was one of the many things she loved most about him.

"There's been too many deaths today," he babbled as he ran about. "Way too many people have died. Brand new creatures and wise old men and age-old enemies. And I'm telling you, I'm telling you right now, I am not having one more death! Got that? Not one! Tallulah, out of the way," he ordered, pulling out his stethoscope and putting it on. "The Doctor is in!"

And so, the Doctor ran to save, just that one life. That one, incredible, loved life.


	17. Evolution of the Daleks, Goodbye

The trio stood together, Tallulah and Lazlo not far from them. Lazlo was donned in a large coat and hat that hid most of his face from passers by. Tallulah was clinging to his side, a wide smile on her face.

They all watched as Frank ran over to them and they took a few steps closer.

"Well, I talked to them," he said to them. "And told them what Solomon would've said, and I reckon I shamed one or two of them." He chuckled.

"What did they say?" the Doctor asked.

"They said yes," he grinned. Laughing with glee, Tallulah hugged Lazlo. "They'll give you a home, Lazlo. I mean, uh, don't imagine people ain't gonna stare. I cant promise you'll be at peace. But, in the end, that is what Hooverville is for. People who ain't got nowhere else."

"Thank you," Lazlo said sincerely. "I can't thank you enough."

* * *

After so tearful goodbyes on Tallulah's side, Rose, Martha and the Doctor headed back to the TARDIS on Liberty Island. They stood there looking out on the dusky morning sun line.

"You reckon it's going to work, those two?" Martha asked.

"If they really love each other, yeah," Rose said, smiling softly. "Doesn't matter what species you are, or what you look like. I reckon that if you love each other enough there's nothing to stop you." The Doctor looked at her and smiled. She could be such a sweet romantic sometimes. But there was a hint of sadness in his eyes. Because there was one thing that could stop it, and it was the one thing that keep him up at night in fear.

"Anywhere else in the universe, I might worry about them," he said hiding the emotion in his eyes before Rose could see it. "But New York? That's what this city's good at. 'Give me your tired, your poor, your huddled masses'… and maybe the odd pig-slave-Dalek-mutant-hybrid too." The three of them giggled.

"The pig and the showgirl," Martha grinned. "Just proves it, I suppose. There's someone for everyone." She was looking at Rose and the Doctor when she said this, but they didn't notice. Their hands were clenched together, leaning in towards each other as if it were completely natural.

"Yeah, maybe," the Doctor said cheerfully. Then he walked back towards the TARDIS, Rose at his side. Martha smiled and followed. Those two had to be blind. She would bet that even the Daleks could see they loved each other.

"I meant to say… I'm sorry," she said just before they stepped inside.

"What for?" he asked.

"Just 'cause that Dalek got away. I know what that means to you." Both Rose and the Doctor's faces fell. "Thing you'll ever see it again?"

"Oh yes," he said flatly, trying to keep any emotion from his voice. "One day."

And feeling a lot more solemn than they had a few minutes ago, they walked into the console room.

* * *

Rose walked down the hall carrying two cups of hot steamy tea. The Doctor had just wandered off and left her and Martha alone in the console room. Martha was in her bathroom, having a shower, so she went to find him. She knew exactly where he'd be.

His study was more of a den really. The lights were dim and the walls dark blue, a desk in the corner that has hardly ever used. And a large TV on the far wall with some of Rose's and his favourite movies.

The Doctor was exactly where she expected to find him. He was lying on the couch, staring up at the dark ceiling. The only light was from the fireplace just in front of him; it cast flickering shadows around the room and illuminated his sorrowful face and flashed off his dark eyes.

Silently she placed the tea cups on the ground. She quietly knelt down beside him and began to massage his temples. He sighed in content, letting her clam him. Slowly he sat up and allowed room for her. Smiling she handed him a cup of tea.

"Ta," he said quietly. He sipped at it as Rose snuggled in beside him. They sat there in comfortable silence for a while, just drinking their tea and taking strength from each others company. He could never really sit still, and absentmindedly he began playing with her hair. She shivered so he pulled her closer, believing her to be cold.

"Will we ever be free of them?" she eventually whispered.

"I don't know," he said just as quietly. "Just when you think they're gone for good…"

His eyes darkened again and she reached up held his face. Just the feel of her skin against his and the look in her beautiful hazel eyes brought him the comfort he'd been longing for. He smiled at her and slowly her hand slipped way. He felt the loss of its warmth severely, but didn't show it. He was content enough to just hold her to him. To know that she was safe and he had her, for however brief a moment.

They stayed there for a long time. Sitting in each others arms, drawing comfort from the other. And just for a while, they could forget.

**A/N: not long, i know, but i wanted to wrap this up before i started the next episode, the Lazerus Experiment! im going to be borrowing some things from Krazy ton us because they are exactly what i want to do. so, until later!**


	18. The Lazarus Experiment, A Bet and Party

**A/N: okay, I'm going to be borrowing some ideas from Krazy for this Story, because they work perfectly for what i want to do with mine, and it'll move things along at a faster pace, but not unreasonable or unlikely. enjoy!**

Rose and Martha clung to the console as they rattled about through the time vortex. Having seen him do this many times Rose nearly knew all the right buttons, and before he had time to race around from the opposite side of the console, she was pressing one of the buttons for him. He grinned at her, secretly pleased that she was picking up how to pilot the TARDIS. He could pretend to be annoyed with her about it later.

Then, surprisingly without the usual lurch, they landed.

"There we go," the Doctor said happily. "Perfect landing… Which isn't easy in such a tight spot." He scratched the back of his head as he looked at the console.

"You should be used to tight spots by now," Martha joked. She looked excitedly at the door. "Where are we?"

"The end of the line," he told her. Rose frowned, not liking the sound if that. She didn't want her new friend to go so soon. Martha rushed towards the door, excitement still in her eyes. She obviously didn't get what he was hinting at. "No place like it," he added. Rose's frown deepened.

Marthalooked at him, asking silently if she could go out. He gave her a nod and with a grin she stepped out into… her flat.

"Home," she said in disappointment and even slight distaste "You took me home?"

"Back to the morning after we left," he told her. "So you've been gone about 12 hours. No time at all, really."

"You sure it hasn't been a year?" Rose teased as the Doctor started looking at Martha's belongings and pictures.

"Oi!" he said indignantly.

"But all the stuff we've done," Martha said, sounding slightly hurt. "Shakespeare, New New York, old New York?"

"Yep, all in one night," he said oblivious to what she meant and how she was feeling. "Relatively speaking. Everything should be just as it was. Books, CDs… laundry." He plucked a pair of her underwear off the line. Quickly she snatched the offending lingerie from his hands, looking mortified. "So, back where you were. As promised," he finished.

"This is it?" she said, almost incredulously. Rose just stood sadly by the door. The Doctor inhaled deeply and nodded.

"Yeah. We should probably… um…" He didn't get to go on with the failing sentence as he was interrupted by a beep from the answering machine.

'Hi! I'm out. Leave a message!' Martha's recording said brightly.

"I'm sorry," Martha said.

'Martha?' came a voice through the speaker. 'Are you there? Pick it up, will you?' the woman sounded frustrated.

"It's Mum," she told them. "It'll wait."

'Alright then, pretend that you're out if you like.' The girls gave a little giggle at the irritated tone of her mother. 'I was only calling to say that your sister's on TV. On the news of all things. Just thought you might be interested.' The machine beeped again as her mother hung up. Curious, Martha picked up the remote and switched on the TV.

"How could Tish end up on the news?" she said. On the screen they saw an old man addressing the crowd at his feet. Just off to his side stood a young dark skinned girl who must have been Martha's sister.

'The details are top secret,' the man was saying. 'But I can tell you that tonight, I will demonstrate a device which will…'

"She's got a new job," Martha spoke over the TV. "PR for some research lab."

'…with the push of a single button,' the old man on the TV was saying, 'I will change what it means to be human.' People on screen applauded and Martha switched the TV off.

"Sorry," she said. "You were saying you should…" Rose and the Doctor stared distractedly at the blank screen, and then the Doctor seemed to snap out of it.

"Yes, yes. We should. One trip we said." He said, nodding.

"Yeah. I suppose things just kind of… escalated." Martha said sadly.

"Seems to happen to us a lot," Rose grinned.

"Thank you," Martha said to them. "For everything."

"It was my pleasure," the Doctor said smiling.. Then he stepped into the TARDIS. Rose went over and hugged her before following him in.

* * *

The Doctor was already sending them off when she closed the door.

"Well, that was fun," he said brightly. "Where to now?" Rose just stood by the door and raised her eyebrow. She was surprised he hadn't clicked on by now. "What?" he asked in confusion, seeing the look on her face. Rose discreetly started tapping her index finger slowly, counting down.

"And three… two… one…" she muttered. Suddenly, the Doctor stopped rushing around and his eyes widened.

"Wait a minute…" he cried. Rose smiled as he sent them back. He rushed past her to the door and pushed it open. He stuck his head out and looked at a delightedly surprised Martha. "No, I'm sorry," he said. "Did he just say he was going to change what it meant to be human?"

* * *

**A/N: dress belongs to Krazy.**

Rose looked at herself in the mirror. She didn't really have any formal dresses of her own; she had found this one in the TARDIS wardrobe. As usual, it fitted her perfectly, clinging to her skinny figure and showing off her curves nicely. It was mostly backless and the straps tied behind the neck. The neckline of which, plunged down low and showed off a good amount of cleavage. She wasn't able to wear a bra with it, but thankfully the dress held her breast up nicely. The dress was made of layers of soft, float-y, TARDIS blue chiffon that flared out just before the knees.

To go with it, she had found some matching shoes and delicate jewellery. The pendant, she noticed, had Gallifreyan writing on it. Her hair had been twisted up into a swirl and she had left some ringlets falling down (How long that would last, she had no idea). She had also done TARDIS blue eye shadow and was surprised to notice she had done all of her make up rather light.

She had noticed that in the past few months or so, she hadn't been applying it quite so thickly.

After checking to make sure she was satisfied with the result, she took a deep breath to calm her nerves,turned, and left her room.

* * *

"Black tie," Rose heard the Doctor mutter as she came down the hallway. "You know, whenever I wear this, something bad always happens."

"That's not the suit, that's just you!" Martha laughed. "Anyway, I think it suits you, in a James Bond kind of way."

"James Bond?" he almost scoffed. But then his voice became hopeful. "Really?" Martha giggled and so did Rose. She entered the control room and stood by the entrance to the hall. The Doctor was searching through his pockets, his back to her.

"Alright, I'm ready," she said looking down at herself. "What do you think?"

"Aw, brilliant!" he cried.

"You think so?" she said. But looking up, she realized he hadn't heard her. He was pulling a piece of paper out of his pocket.

"I thought I'd lost that. United States Declaration of Independence. First Draft." He held it out and showed Martha. "Before I got them to stick in the bit about the pursuit of happiness," he laughed. "Thomas Jefferson, he was funny. Spoke Gaelic, you know. Very keen on tomatoes for some reason…" His words petered out when his eyes fell on Rose standing in the entrance. His mouth fell open slightly. "You look beautiful!" he gasped before he could stop himself. Rose felt tingly inside, happy with how he said that

"Considering I'm human," she smiled, remembering the first time he had done that.

"Considering nothing," the Doctor murmured so low she couldn't hear, but Martha did, causing her to raise an eyebrow.

"Hey, you look pretty!" she said, noticing Martha. She was wearing a purple dress made from the same fabric as hers. But her dress was slightly longer and revealed a little less skin. She hadn't done too much to her hair or makeup. And she noticed for the first time that she had a cute tattoo on her shoulder.

"And here I was thinking I was dressing up," Martha laughed, snapping out of her thoughts. "Next to you I'm going to look like I've come in casual dress! You look gorgeous!"

Rose blushed, causing the Doctor to swallow. He hadn't taken his eyes off her. He tried to stop his eyes from sweeping hungrily over her body… which the dress was showing a lot of. There was no doubt that tonight his wouldn't be the only eyes taking her in. He was going to have to keep her close.

* * *

It really was one of those flash idiot parties. The kind that rich people went to and strutted around talking in their posh accents. There was a small string orchestra playing classical music in the corner and waiters were carrying around trays of fancy finger foods and drinks.

"Oh, look! They've got nibbles!" the Doctor cried excitedly. He picked one off a passing tray. "I love nibbles!" Then he popped it whole in his mouth and licked his fingers. Rose giggled at him.

"Hello," said a young woman, walking up to them. It was Martha's sister.

"Tish!" Martha said happily. The two of them hugged.

"You look great," Tish told her. "So, what do you think?" she gestured to the room. "Impressive, isn't it?"

"Very," Martha nodded, looking around.

"And two nights out in a row got you, that's dangerously close to a social life!" Her sister teased.

"If I keep this up, I'll end up in all the gossip columns!" Martha mocked.

"You might, actually," Tish said a little more seriously. "Keep an eye out for photographers. And mum. She's coming too, even dragging Leo along with her."

"Leo in black tie?" Martha said incredulously. "That I must see." She noticed Tish glancing at Rose and the Doctor.

"Oh, this is the Doctor and Rose." Martha introduced them.

"Hello," the Doctor said shaking her hand.

Rose smiled and shook her hand too. "Hi," she said sweetly.

"Are they here with you?" Martha nodded. "But they're not on the list." She looked on her clipboard. "How did they get in?"

"He's my plus one," Martha told her sister… then realized the obvious flaw in that plan and trie to back track. "And she's, uh… his plus one…"

"So, this Lazarus bloke, he's your boss?" the Doctor asked quickly, trying to distract her away from the slip up.

"Professor Lazarus, yes. I'm part of his executive staff."

"She's in the PR department," Martha told them.

"I'm head of the PR department, actually," she said indignantly.

"You're joking!"

"I put this whole thing together." Her sister said proudly.

"So," the Doctor said, wanting to start with some slight digging. "Do you know what the Professor's going to be doing tonight? That looks like it might be a sonic micro-field manipulator."

"He's a science geek. I should have known," Tish said. "I've got to get back to work now. I'll catch up with you later." With that she turned and walked off to mingle with the wealthy.

"Science geek? What does that mean?" the Doctor said naively.

"That you're obsessively enthusiastic about it," Martha told him, trying to word it nicely.

"Oh," he grinned. "Nice." Rose had to hold her hand over her mouth to stifle the giggles that threatened to erupt from her.

"Martha!" another voice called from behind them. Martha ran over to the woman, who was apparently her mother, and hugged her. The Doctor turned to watch her, But Rose didn't notice any of this.

She was too busy looking for a quick escape exit. It was funny. Stick her in a room of aliens who might try and attack her, and she would be fine. Stick her in a room full of fancy posh people and she just wanted to go hide in the corner or get the hell out of there. After all, she was just a little shop girl from the Powell Estate.

That's what she loved about traveling with the Doctor. It didn't matter who she was, It didn't matter that she didn't have a job and didn't have any money. Or that she grew up with her struggling mother and no father. Or that she wasn't really all that smart(cough...untrue...cough). And no matter how big she knew the universe was, she never felt small. She could just be herself… and be somebody.

But being back here, in a room full of elegantly dressed, snobbish people, brought back the feeling that she was just a tiny little nothing of a girl. It reminded her that there were always people out there who thought they were better than you for stupid superficial reasons. And that people didn't hesitate to judge you and think the worst.

While she was looking for her escape, something grabbed her attention. It must be the laboratory's logo or something, because it was everywhere. It was a circle of dots. It was split into two arcs, going from small to big. Something about it struck her… like she had seen it before. Like a familiar piece of art or foreign language…

* * *

"Have you? What have you heard then?" Martha's mother's sharp voice cut into her thoughts. Rose saw that the Doctor was looking fairly caught off guard.

"Oh, you know… that you're Martha's mother and… um… No, actually, that's… that's about it," he stuttered. "We haven't had much time to chat. You know, been busy."

"Busy? Doing what, exactly?" Mrs Jones snapped. Rose groaned seeing where this was going.

"Oh… you know… stuff…"

Rose could have hid her face in embarrassment for him. Didn't he realise how bad that sounded? Didn't he realise he was a few seconds from being slapped? How many times had he done something like this?

Sneakily she slipped off the pretty ring she had put on earlier and swapped it to her left ring finger. Then she walked up and looped her arm through the Doctor's, making sure to show off the ring.

"What my fiance is trying to say," she smiled at Martha's mother. "Is that he and I have been talking to Martha about business. We're working on something fairly big and we believe her skills and young bubbly personality would be a great asset to our team. We spent most of the night discussing options with her. I'm afraid we probably kept her up far too long." She winked at Martha, who looked relieved for the save. "And you'll have to forgive this idiot's lack of words," she laughed at his offended expression, but really he was an idiot at times. "Quantum physics, no problem. He could give you a week long lecture if you let him. Every day words, not quite so much."

"Oh, I am not that bad," he told her playfully.

"You are too!" As they bantered she led him over a short distance to where Martha and her mother couldn't hear them, Leaving the two of them to have a proper chat.

"Thank you," he told her gratefully. "That was a nice save. I was sure she was about to slap me."

"I think I saw her raising her hand," she grinned. Then suddenly her face fell and she groaned, feeling like a idiot herself.

"What's wrong?" The Doctor asked concerned,

"I just realized that we're going to have to keep that charade up for the rest of the night!" she told him. "God, I'm sorry, I really didn't think that through."

"It's fine, Rose," the Doctor laughed. "It's just acting right?"

"Yeah," she said. "And we usually get caught out by the end anyway… Hey, I bet you, you'll slip up before I do."

"Is that meant to be a challenge, Rose Tyler? Too easy. How about who ever can be the most convincing, for the longest. Including when there's no one else around. Until about… oh, one - two am?" he said with a serious look and grin.

"You're on," she laughed. Neither of them noticed or even remembered that they hadn't put a price on the bet. "I'm a good actor. I'm so going to win this."

"We'll see about that," he grinned cockily. Quickly he leant down and pressed a kiss to her lips. He had been hoping to make her look obviously surprised. But he ended up being the one surprised when after barely a second's hesitation, she was kissing him back.

"Hmm… you are good at acting," he said breaking the kiss off. "I'm probably going to have to work harder."

Rose felt her stomach flutter. She didn't know if she would be able to handle it if he 'worked harder'… Then again, hopefully he would just think she was still acting and trying to out do him… Hopefully. Oh god, this was going to be hard and easy at the same time.

He pulled her closer into his side as the lights faded and the chatter around them ceased. A spotlight fell on the old man, up by his machine as he tapped on a glass.

"Ladies and gentlemen, I am Professor Richard Lazarus," he introduced himself. "And tonight I'm going to perform a miracle. It is, I believe, the most important advance since Rutherford split the atom. The biggest leap since Armstrong stood on the moon. Tonight you will watch and wonder. But tomorrow, you'll wake to a world which will be changed for ever."

The Doctor had a cautious, hard expression and Rose watched cautiously as the old man stepped into the sonic micro… cabinet… lets just call it a cabinet. A couple of technicians turned the machine on. It emitted a high pitch whirring noise and a glowed a blinding bright blue light as the four pillars began to spin around it.

The light was so bright and the energy field storm so strong that everyone had to cover their eyes. The Doctor was prepared to shield Rose even more if anything should happen, but at the same time, he was trying his hardest to keep his eyes open. But then, as to be expected, an alarm went off. He looked over at the technicians to see them moving about, worry on their faces.

"Something's wrong," he said. "It's overloading." When he saw the controls spark and explode he ran and jumped over the desk. He aimed the sonic at the controls.

"Somebody stop him!" Lady Thaw, one of the older investors shouted.

"It's okay, he knows what he's doing," Rose told her, watching him.

"Get him away from the controls!" the old woman continued to shout.

"If this thing goes off, it'll take the whole building with it," the Doctor shouted back at her. "Is that what you want?" When nothing he was doing seemed to work, he jumped back over the desk and pulled out the main wires.

The spinning cabinet slowed down and came to a stop. The noises stopped and the light vanished. Rose and Martha bolted up to it, the Doctor not far behind them.

"Get it open!" he cried at them.

Quickly, Rose heaved the door open and lots of smoke spilled out. They saw the figure of Professor Lazarus leaning weakly inside. But something was different. They watched as he staggered out, clutching heavily to the door's frame. There were gasps and murmurs as a blonde man in his thirties clambered out. Gently he touched his face, which lit up as he realised that his miracle had worked. The three time travelers stared at him in shock.

"Ladies and gentlemen," he called. "I am Richard Lazarus. I am 76 years old and I am reborn!" he shouted the last part to the heavens and held his arms up in triumph.

"He did it. He actually did it!" they heard Lady Thaw say delightedly, through everyone's cheers.

* * *

The two girls looked at Lazarus getting his photo taken, uneasily as the Doctor wearily studied the machine.

"It can't be the same guy. It's impossible," Martha muttered. "It must be a trick."

"Oh, it's not a trick," the Doctor told her in his serious situation voice. "I wish it were."

Rose, who had seen some pretty bizarre things before, was still very shocked and confused. "What just happened, then?" she asked.

The Doctor looked back at Lazarus and his eyebrows rose. He reached out and slipped Rose's hand into his. Then came his simple reply. "He just changed what it means to be human."

* * *

The Doctor continued to watch Lazarus warily for a while longer. He was thinking of the right time to intervene when he saw the man jerk and gasp in pain. Taking Rose's hand he walked forward, Martha following them. As they got closer he began scoffing food down ravenously.

"Richard!" Lady Thaw scolded him.

"I'm famished!" he whined, defending himself, managing to sound like a kid in the process.

"Energy deficit," the Doctor stated behind him. Lazarus spun round and looked at him in surprise. "Always happens with this kind of process."

"That explains Christmas," Rose muttered teasingly. He grinned, gave her a nudge, then pulled her closer to his side. Martha looked at them in bewilderment. she had seen weird, but this was a new weird.

"You speak as if you see this every day Mr…"

"Doctor," he told them. "And, well, no, not every day. But I have some experience in this kind of transformation."

"That's not possible," Lazarus said.

"Using hypersonic sound waves to create a state of resonance," he said, trying to steer the conversation away from him. "That's inspired." Beside him Rose scoffed. She remembered the time he had tried to resonate concrete with the sonic-screwdriver. The Doctor gave her an amused questioning look. she just shook her head with a smile on her face and a glint in her eye.

"You understand the theory, then." Lazarus said, sounding surprised and respectful

"Enough to know that you couldn't possibly have allowed for all the variables," he responded seriously.

"No experiment is without risk," Lazarus said flippantly.

"That thing nearly exploded," he said incredulously as if he were talking to an idiot. The only thing that kept Rose from laughing at his expression was the seriousness of the conversation. "You may as well have stepped into a blender."

"You're not qualified to comment," Lady Thaw told him indignantly. See, now it was people like this that made Rose not want to be here. Feeling even more self-conscious, she held tighter to the Doctor's arm.

"If I hadn't stopped it, it would have exploded," the Doctor used the same tone with the Lady.

"Then I thank you, Doctor," Lazarus said calmly. "But that's a simple engineering issue. What happened inside the capsule was exactly what was meant to happen. No more, no less."

"You have no way of knowing that until you run proper tests," Martha jumped in.

"Look at me!" Lazarus laughed, gesturing at himself. "You can see what happened. I'm all the proof you need."

"This device will be properly certified before we start to operate commercially," Lady Thaw assured them.

"Commercially?" Rose cried, aghast. "You're joking. That'll cause chaos!"

"Not chaos," Lazarus said patiently, like he was talking to a child. "Change. A chance for humanity to evolve, to improve."

"This isn't about improving. It's about you and your customers living a little longer," the Doctor said harshly.

"Not a little longer, Doctor," Lazarus said, completely unaffected by the Doctors attitude. "A lot longer. Perhaps indefinitely."

Rose had to suppress the shiver that ran down her spine. It was so wrong. It defied nature and was completely horrible and selfish. And yet, she couldn't quite quash the little bit of hope it gave her. Perhaps if they sorted out the kinks and it did run commercially… she really could give the Doctor forever...No! No, it wasn't right! The Doctor would hate it. He would never allow her to do it. And for very good reason. But still, that little bit of hope refused to leave her.

"Richard, we have things to discuss," Lady Thaw interrupted her internal battle. "Upstairs." And she walked away. Lazarus made to follow.

"Goodbye, Doctor." Suddenly he turned back with a grin on his face. "In a few years, you'll look back and laugh at how wrong you were." He held out his hand for Martha to shake. But when she placed her hand in his, he bought it to his mouth and kissed it. Then finally, he left.

"Ooh, he is so out of his depth," the Doctor sighed. "He's no idea of the damage he might have done."

"So, what do we do now?" Rose asked him, still clinging to his arm like a limpet.

"Now…" he mused. "Well, this building must be full of laboratories. I say we do our own tests."

"Lucky I've just collected a DNA sample then isn't it?" Martha said smirking, holding up the hand Lazarus had kissed.

"Oh, Martha Jones, you're a star," he grinned. And they all headed off to find a lab.

* * *

Rose and the Doctor giggled at a personal joke. Their heads were so close together that Rose could feel his hot breath on her neck. It sent pleasant shivers up her spine. Martha was staring at them as if it was the weirdest thing she'd ever seen in her life, And considering all she'd seen in the last week…

"Okay guys," she laughed. "We're alone now. You can stop pretending to be engaged."

The 'couple' looked up, looking fairly surprised. "Oh," the Doctor said. "Um, yes…" He looked down at Rose. "Do you think we should tell her?"

"Yeah. Oh, but that might break the rules… Erm, five minute break?" Rose said uncertainly.

"Yip, starting now." The two of them had to mentally force themselves away from the other. But to Martha it just looked like an awkward step apart.

"Right..." she said in confusion.

"We've, um, got this little bet," the Doctor explained. "We realized we were going to have to pretend to be engaged for the rest of the night, so we figured we may as well have fun doing it."

"Most convincing for the longest," Rose added. "Slip ups are big no no's. And it counts even when there's no one else around. Goes till about… what did we say? Two am?" The Doctor nodded and Martha looked at the two of them in amused bewilderment.

"Right…" she said again, stretching the word out.

"Okay… five minutes are up," the Doctor said rather cutely. He took Rose's arm and pulled her back to him, placing the arm around his waist. Then he placed his arm around hers. Martha just continued to stare at them. That had not been five minutes… more like two or three. She smiled a little and shook her head. Were they really that blind? Was it really that bad that they needed excuses? Did they even realize that they really weren't acting? And did they realize that the only people they were actually fooling, was themselves?

A beep from the screen drew their attention and they all looked at the results of Lazarus's DNA. He whipped on his brainy specs and studied them for a moment.

"Amazing," he murmured.

"What?" rose asked excited.

"Lazarus's DNA."

"I can't see anything different," Martha said.

"Look at it!" he cried, pointing to the screen. The three of them only had to watch a second before the DNA strand changed right before their eyes. Rose and Martha blinked in surprise.

"Oh my god! Did that just change?" Martha cried. "But it can't have!"

"But it did," he countered.

"That's impossible."

"Well, that makes two impossible things we've seen tonight, yeah?" Rose said. "Don't you love it when that happens?" she asked the Doctor happily.

"You have no idea," the Doctor grinned at her.

"But, that means Lazarus has changed his own molecular patterns," Martha said quietly.

"Hyper sonic sound waves to destabilize the cell structure, then a mutagenic program to manipulate the coding in the protein strands. Basically, he hacked into his own genes and instructed them to rejuvenate." the Doctor mused.

"But they're still manipulating now."

"Because he missed something. Something in his DNA has been activated and won't let him stabilize. Something that's trying to change him…"

"Into what?" Rose asked warily.

"I dunno," he replied. "But I think we need to find out."

"That woman said they were going upstairs," Martha said quickly.

"Let's go!" he cried. He sprinted out of the room, making sure he didn't lose contact with Rose's soft skin.

* * *

After a few minutes of searching they came across a large spacious and grand room. A huge mahogany desk sat at the end.

"This is his office alright," Martha said, sounding a little bitter at what she saw.

"So, where is he?"

"Dunno," she said looking around. "Let's try back at the re…caption…" her words faded out pathetically as she saw something that made her stomach heave. Just visible behind the desk was a horrid skeletal leg in fancy high-heels. When Rose saw it, she gasped in horror, her face blanched and she felt like she was going to be sick. She could handle disgusting aliens; she'd seen some pretty bad ones before. And she had seen dead people, it was horrible, and she would never get used to it. but a combination of the two, dead and disgusting, really set her on edge. She wanted to run from the room, sob and/or throw up… but she was stronger than that. She could handle it…

They walked around the desk to get a closer look. It was even worse. Dried mummified skin still stuck to the bones like a sick paper coat. The clothes looked familiar… they had seen someone wearing it not long ago.

"Isn't that Lady Thaw?" Rose asked, trying to stop her voice from shaking.

"Used to be," the Doctor said. "Now it's just a shell. Head the energy drained out. Like squeezing the juice out of an orange."

"Not helping!" she said, turning even more pale.

"Sorry," he placed a kiss on her hand.

"Was it Lazarus?" Martha asked.

"Could be."

"So he's changed already." Martha whispered

"Not necessarily," he told her. "You saw the DNA. It was fluctuating. The process must demand energy. This might not have been enough."

"So he might do this again!" Rose said in alarm. The second they had walked through the doors she had instantly changed her mind about the machine. She was right in saying it was wrong, and she was never going anywhere near it.

"Mmm," he said. Rose didn't want to see a repeat of this. Ever. And the sooner they had sorted it out, the sooner she could forget about it. She pulled him up and the trio headed back to the elevator.

Back down in the main hall where everyone was partying on obliviously, the searched for the young looking old man in vain.

"I can't see him," Martha said after a while.

"He can't be far. Keep looking," the Doctor told the two girls. He and Rose carried on, but Martha was pulled over by her brother.

"Hey, you alright, Martha?" he asked her. "I think Mum wants to talk to you."

"Have you seen Lazarus anywhere?" she ignored what he had said.

"Yeah," he replied. "He was getting cozy with Tish a couple of minutes ago."

"With Tish?" she cried in alarm. Rose and the Doctor were back at her side in a second.

"Where did they go?" the Doctor demanded, ignoring Martha's mother who was trying to get his attention.

"Upstairs, I think. Why?" Leo never got an answer because e before he knew it the three of them were running back to the elevator.

"I'm speaking to you!" the heard Martha's mother shout after them.

"Not now, Mum!" Martha called back.

They went as fast as they could. The Doctor was bobbing impatiently as the elevator and Rose gently stroked his arm to calm him. She was enjoying to having to hold quite so much back. But even with all this 'bet' stuff, she was still on to it. She had seen what that machine could do, what it had made him do to another person. It was horrible and wrong and cruel.

And they were not going let that happen to Martha's sister!

**A/N: Part one complete! i hope i did OK, but i wanted Rose and the Doctor a chance to at least act like they feel, plus it'll help those two idiots, i mean, "mentally and visually challenged" people see what they feel and truely think. Don't forget to Review.**


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